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.
Conducting Company Resolutions Correctly
> Part 1 – Director Resolutions
> Part 2 – Ordinary Resolutions
> Part 3 – Special Resolutions
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
Senior Paralegal, Corporate and Commercial Law
Senior Paralegal, Corporate and Commercial Law
t: 0118 989 9706
e: michelle.lamberth@herrington-carmichael.com
Sign up
Enter your email address for legal updates on Corporate and Commercial law.
Latest Articles
Sale of Simplee Ceramics Ltd to first European Dental Laboratory Group
Herrington Carmichael’s specialist healthcare M&A team were delighted to assist the sellers of Simplee Ceramics Ltd
Healthcare M&A: Sale of Q Lab Ltd to First European Dental Laboratory Group
Herrington Carmichael has advised the NYSE listed satellite communications company SatixFy Communications Ltd.
Red Flag Commercial Contracts Review
We understand the legal challenges that in-house lawyers face in ensuring alignment between legal advice and business objectives…
Top Legal Insights
Contract Law
Material Breach of Contract
What is a ‘material’ breach of contract by a party to a commercial contract? This is a critical issue regularly considered by the courts. What constitutes a material breach and what are the remedies?
Property Law
Commercial Lease: The Financial impact on Landlord and Tenant
Coronavirus (COVID-19) and the restrictions now in place to control its spread, are having a significant effect on many business sectors.
Divorce and Family Law
Divorce in Lockdown: Can I get some discreet legal advice?
We have spoken to clients who are unfortunately experiencing some family issues, and would like to obtain expert legal advice, yet don’t know how...
Land & Property Dispute
Restrictive Covenants – The Price of Modification
Having identified that your land is burdened by a restrictive covenant and for the purposes of this article the covenant in question will be that only one residential building can be erected on the land. What do you do next?
Award winning legal advice
Herrington Carmichael offers legal advice to UK and International businesses as well as individuals and families. Rated as a ‘Leading Firm 2024’ by the legal directory Legal 500 and listed in The Times ‘Best Law Firms 2023 & 2024’. Herrington Carmichael has offices in London, Farnborough, Reading, and Ascot.
Email: info@herrington-carmichael.com
Farnborough
Brennan House, Farnborough Aerospace Centre Business Park, Farnborough, GU14 6XR
Reading (Appointment only)
The Abbey, Abbey Gardens, Abbey Street, Reading RG1 3BA
Ascot (Appointment only)
102, Berkshire House, 39-51 High Street, Ascot, Berkshire SL5 7HY
London (Appointment only)
60 St Martins Lane, Covent Garden, London WC2N 4JS
Privacy Policy | Legal Notices, T&Cs, Complaints Resolution | Cookies | Client Feedback | Diversity Data
Our Services
Corporate Lawyers
Commercial Lawyers
Commercial Property Lawyers
Conveyancing Solicitors
Dispute Resolution Lawyers
Divorce & Family Lawyers
Employment Lawyers
Immigration Law Services
Private Wealth & Inheritance Lawyers
Startups & New Business Lawyers
Please be aware that we have no plans to change our bank details. If you receive any indication that any of our bank details have changed please contact us before sending us any funds. We take no responsibility for monies you transfer into the wrong bank account.
© 2024 Herrington Carmichael LLP. Registered in England and Wales company number OC322293.
Herrington Carmichael LLP is authorised and regulated by the Solicitors Regulation Authority with registration number 446245.