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Resolutions Part 13 When did Part 13 on resolutions come into force? 1st October 2007 What is the required majority need for written resolutions? The required majority will be similar to that for shareholders’ meetings – a simple majority of eligible shares for ordinary resolutions, or 75% for special resolutions. Do written resolutions need to be signed by each of the individuals named on the resolution? Written resolutions passed on or after 1 October 2007 (under the Companies Act 2006) require only one signature (but may have more). Will proposed written resolutions have to be notified to the auditors? Yes, Section 390 of the Companies Act 85 will be amended so that auditors are still entitled to receive all communications that go to members in connection written resolutions. Does my company still need to hold annual general meetings (AGMs)? A private company does not need to hold an AGM if there is no obligation to do so in their articles. An existing company must continue to hold an AGM unless the company changes the articles to remove any reference to AGMs. Public companies must still hold AGMs. Section 296 of the new Act refers to an ‘authenticated document’, what is this? An ‘authenticated document’ refers to the members’ agreement to the resolution. Members can either sign a paper copy of the resolution or signify agreement to an electronic version. This is the reason for saying authenticated rather than signed. Has the wording changed on special resolutions for company change of name? The special and written resolution formats were both updated on 1st October 2007 and are available on the Companies House website. The online version of the Companies Act 2006 is on the OPSI website (www.legislation.gov.uk/ukpga), and Chapter 5 sections 77-81 refer to change of name. What is the notice period for shareholders meetings? Shareholder meetings for private companies can now all be on a 14 notice period, unless different arrangements are specified in a company’s articles. Have elective resolutions been repealed? Under the Companies Act 2006 elective resolutions excluding section 80a (now section 549-55 of the 2006 Act) have been repealed. As of 1 October 2007, four of the five elective resolution types are no longer necessary to be filed for private limited companies - these being: Dispensing with the laying of accounts and reports before a general meeting (s252) But if they are filed they will be placed on the public record. What will happen to elective resolutions already passed by the company? As elective resolutions have been repealed, does company still have to present accounts to members etc? The responsibility to provide accounts to certain people remains. Every company must send a copy of its annual accounts and reports for each financial year to -
Does company have to pass a resolution to use a website as way of members seeing accounts? Firstly, the company must check the current articles to see what is specified, and if they wish to take advantage of not having to hold an AGM they must pass a resolution to remove that provision. However they may continue to present the accounts to members as they currently do. If the company doesn’t change its articles is this against company law? This is not compulsory. The company articles will only need to change if a company wants to take advantage of the new provisions which came into force on 1st October 2007, e.g. directors duties, resolutions and meetings. Can a company adopt a completely new set of articles if a member does not agree with one part? If the company passes a special resolution to adopt a bespoke set of articles, 75% of the eligible votes are required. Therefore, it will depend of how many eligible votes that company has (i.e. how many members). For further information on the above queries, the following link to the BERR website will direct you to FAQS regarding e-communications: www.berr.gov.uk/bbf/co-act-2006/faq%20Act%202006/page38502.html
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