Conducting Company Resolutions Correctly:

Part 4 – Written Resolutions and Record Keeping

This article forms the fourth and final part of the series of articles explaining Company Resolutions. This article will cover the use of written resolutions and the relevance of compliance and the importance of keeping company records.

Written Resolutions

Provided there are no restrictions in the articles of association of the company, members resolutions (ordinary and special) and directors’ resolutions can be passed in writing. This option, however, is only available to private limited companies, not PLCs. When proposed by the directors, the motion must be circulated to all eligible members and passed by the required majority within 21 days. It is important to note that a resolution (either ordinary or special) circulated as a written resolution needs to be passed by the requisite majority of all those entitled to vote, whereas a resolution proposed at a shareholder meeting only needs to be passed by the requisite majority of those in attendance in person or by proxy (unless the articles state otherwise or a poll is called).

Written resolutions of directors usually require unanimous approval, but it is possible to alter the provisions in the articles to specify agreement by majority rather than unanimity.

Keeping copies of company resolutions

All company resolutions passed by the board or shareholders should be recorded by way of minutes, which must be kept at the company’s registered office or alternative inspection location for a period of at least 10 years from the date of the resolution. This also applies to copies of written resolutions.

For further information regarding resolutions or general company secretarial advice, please contact Michelle.Lamberth@Herrington-carmichael.com.

This reflects the law at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought as appropriate in relation to your own particular matter before action is taken.

Michelle Lamberth

Michelle Lamberth

Senior Paralegal, Corporate and Commercial Law

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