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.
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.
Senior Paralegal, Corporate and Commercial Law
Enter your email address for legal updates on Corporate and Commercial law.
While cost savings remain the main reason companies outsource, quality and technical competence are equally important.
The strict legal answer is that under the Non-Contentious Probate Rules all Wills must be open to inspection after probate is granted.
Further tax rises seem likely and it is quite likely that it will not solve all the problems of the Social Care system.
Top Legal Insights
Award winning legal advice
We are solicitors in Camberley, Wokingham and London. In 2019, Herrington Carmichael won ‘Property Law Firm of the Year’ at the Thames Valley Business Magazines Property Awards, ‘Best Medium Sized Business’ at the Surrey Heath Business Awards and we were named IR Global’s ‘Member of the Year’. We are ranked as a Leading Firm 2020 by Legal 500 and Alistair McArthur is ranked in Chambers 2020.