Member resource – this guidance explores how the provisions of the Companies Act 2006 give private companies more scope to use written resolutions outside an AGM – company secretarial guidance notes and best practice guides

Before the Companies Act 2006 (CA 2006), almost anything could be done by the members of a private company by means of a written resolution signed by all the shareholders or class members. CA 2006 made changes to written resolution procedures to make it easier for private companies to use them outwith an AGM.

The principal change is that there is no longer a need for the unanimous consent of shareholders to pass a written resolution, only the appropriate majority. There is also increased flexibility about who can propose resolutions, how they are circulated, and how assent may be given.

This guidance contains:

  • The changes to written resolutions made by CA 2006
  • Procedure for passing written resolutions
  • A specimen written resolutions
  • A specimen print copy for filing.

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