Companies House

 
 

Meetings and Resolutions FAQs

A company has called an extraordinary general meeting (EGM) for the 2nd October 2007, does this still need to go ahead?

If the notice of the meeting was circulated before 1st October 2007, the meeting should go ahead as the notice was circulated under the 1985 Companies Act.

After 1st October 2007 does a company still need to hold an extraordinary general meeting (EGM) to pass an extraordinary resolution?

After 1st October 2007 a company will only have to hold an EGM to pass an extraordinary resolution if it is stated in the company's articles.

Has the 2006 Act removed the requirement to pass an extraordinary resolution?

Yes, for example the Insolvency Act 1986 stated a company had to pass an extraordinary resolution to wind up a company. This is no longer the case as a consequential amendment has been made to the Insolvency Act 1986 to change the requirement from an extraordinary resolution to a special resolution.

Can any resolution that was passed as an extraordinary resolution under the Companies Act 1985 now be passed as a special resolution?

Yes.

What are the new provisions regarding AGMs (Annual General Meetings)

Under the Companies Act 2006 private companies will no longer be required to hold annual general meetings, however the shareholders will still be involved in the decision making process of the company.

The Act was drafted so many of these decisions can be made by written resolution although the company will still need to hold meetings to dismiss a director or remove an auditor before the end of the term of office. The shareholders and directors also still have the power to call a meeting, if required.

The affect of the new provisions is dependent on what is currently in a company's articles. An existing private company would still need to pass a resolution to remove any existing clauses regarding annual general meetings from its articles. Notice of this resolution would be circulated to the members before it could be passed or agreed to.

Further detailed information on resolutions and meetings is contained within Companies Act 2006: Private Company Information, on the BIS website: http://www.bis.gov.uk/files/file42261.pdf

Following the 1st October 2007 are there any wording or requirements changes for passing special / written resolutions?

Companies House would expect the resolution to state; the resolution type, the fact it was passed / agreed by the members or directors, the date it was passed and it has been signed by an officer of the company.

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 it changes its 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)
  • Dispensing with the holding of annual general meetings (s366a)
  • Reduction of majority required to authorise a meeting at short notice (s369(4) or 378(3))
  • Dispensing with the annual appointment of auditors (s386)

But if they are filed they will be placed on the public record.

What will happen to elective resolutions already passed by the company?

If a company has already filed elective resolutions they will remain in force and the company will not need to amend the articles. Elective resolutions circulated before 1 October 2007 will still be acceptable for filing.

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:

  • every member of the company
  • every holder of the company's debentures, and
  • every person who is entitled to receive notice of general meetings

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).

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