Company Secretarial Library

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Shareholder Decision Making - Written Resolutions

What is a Written Resolution?

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:

  • Unanimous Written Resolution:
    • Is a resolution in writing signed by all the members of a company entitled to attend and vote on such a resolution at a general meeting.
  • Majority Written Resolutions
    • Special Written Resolution
      • Is a written resolution described as such and signed by members who represent at least 75 per cent of the total voting rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company.
    • Ordinary Written Resolution
      • A written resolution described as such and signed by members who represent more than 50 per cent of the total voting rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company.
Administrative Procedure 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.

  • Unanimous Written Resolution:
    • Obligations of the members signing the written resolution:
      • The signatories of a written resolution are required to deliver the documents constituting the written resolution to the company within 14 days of its passing.
    • Obligations of the company's directors:
      • If the written resolution is not contemporaneously signed by all members, the company shall notify the members, within 21 days after the date of delivery to it of the documents of the fact that the resolution has been passed.
      • The company should retain the documents constituting the written resolution documents as if they constituted the minutes of the proceedings of a general meeting of the company.
  • 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.

  • Majority Written Resolutions:

    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.

    • Obligations of Members:
      • The signatories of a written resolution are required to deliver the documents constituting the written resolution to the company. Unless this procedural requirement is complied with, majority written resolutions will not have effect.
    • Obligations of Directors:
      • The company shall retain the documents constituting the written resolution documents as if they constituted the minutes of the proceedings of a general meeting of the company.
      • Within 3 days after the date of the delivery to it of the documents the company shall notify every member of the fact that a majority written resolution has been passed and the date on which it will be deemed to have been passed.
      • For all special resolutions and certain ordinary resolutions, the directors of a company are required to notify and register the details of that resolution with the Companies Registrar. This must be done within 15 days of the resolution passing (G1/G2).
  • Delayed Effect
    • Unlike Unanimous Written Resolutions, Majority Written Resolutions have a mandatory delayed effect.
    • an ordinary resolution passed as a majority written resolution is deemed to have been passed at a meeting held 7 days after the date on which it was signed by the last member to sign;
    • and a special resolution passed as a majority written resolution is deemed to have been passed at a meeting held 21 days after the date on which it was signed by the last member to sign.
  • Limitations of Written Resolutions

    Written Resolutions, whether unanimous or majority, cannot be used for resolutions that:

    • Remove a director.
    • Remove a statutory auditor.
    • Acquire its own shares.

Further Guidance and Assistance

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