Template written shareholder resolutions for a private limited company
Background
Can a company pass shareholder resolutions in writing?
Yes. A private limited company may pass shareholder resolutions in writing, without the need to call and hold a meeting of shareholders.
Can any shareholder resolution not be passed by written resolution?
The Companies Act 2006 provides that the following shareholder resolutions may not be passed in writing and must be passed at a meeting of shareholders:
- a resolution to remove a director before the end of his period of office pursuant to Section 168 Companies Act 2006
- a resolution to remove an auditor before the end of his term of office pursuant to Section 510 Companies Act 2006
What is the process for proposing and passing shareholder written resolutions?
Written shareholder resolutions are usually proposed by the directors. They can also be proposed by shareholders.
Proposed written resolutions must be sent to every eligible member at the same time (so far as reasonably practicable). An eligible member is a member who would have been entitled to vote on the written resolutions on their circulation date. The resolutions may be sent electronically.
The circulation date of written resolutions is the date on which copies are sent or submitted to members (and, if on different dates, on the first of those dates).
The resolutions must include a statement informing members:
- how to signify their agreement to the resolutions
- that the resolutions will lapse if not approved by the end of the 28 day period commencing with the circulation date (or such other period as specified in the Articles of Association)
How and when is a written resolution passed?
A written resolution is passed when the required majority of eligible members have indicated their agreement to the resolution and the company has received the document indicating their agreement. The document may be sent to the company either in hard copy form or in electronic form.
Once a member has signified agreement to a written resolution, their agreement may not be revoked.
About this shareholders written resolution template
This template is for one or more shareholders written resolutions which have been proposed by the directors of a private limited company.
Explanatory guidance
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