The Companies Act 2006 (CA 2006) prescribes that a Private company limited by shares can pass resolutions:
- •
at a general meeting of its shareholders, or
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as Written resolutions in accordance with the procedure prescribed in the CA 2006
Any provisions in a company’s articles of association attempting to prevent a resolution being passed as a written resolution is void.
The CA 2006 has preserved the common law principle of unanimous consent, which means that a company’s shareholders could take a decision without having to comply with the relevant statutory procedures to pass a resolution.
However, it is preferable to pass resolutions in accordance with the statutory procedures because otherwise:
- •
there is a risk that an informal decision by unanimous consent will not have the status of a resolution, and therefore may not be sufficient where statute requires a resolution to be passed, and
- •
it may be difficult to show afterwards that the shareholders were sufficiently informed about the proposal, and that their approval was sufficiently precise and given at the right time
Limitations on use
Written
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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Written resolutions definition
What does Written resolutions mean?
Written resolutions can only be made by private companies and are governed by the Companies Act 2006. A written resolution is passed when the required majority of eligible members have signified their agreement to it, which is a simple majority for ordinary resolutions and not less than 75% of the total voting rights of eligible members for special resolutions.
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