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Signed written resolutions are a practical alternative mechanism to the physical holding of general meetings.
These resolutions are “as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held”.
The Companies Act 2014 makes reference to two types of written resolutions:
It is important that the officers and members of a company understand the procedures of valid written resolutions. Failure to follow administrative procedures, required by the Companies Act, may invalidate the written resolution.
A unanimous written resolution is deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign.
All members who would be entitled to attend and vote on the resolution must have been circulated the proposed text of the resolution and an explanation of its main purpose.
Written Resolutions, whether unanimous or majority, cannot be used for resolutions that:
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