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View the related checklists about Written resolutions

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist Special resolutions The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as...

How to place a company into MVL—checklist and timeline

How to place a company into MVL—checklist and timeline Where it is proposed to wind up a solvent company voluntarily, the directors may at a board meeting make a statutory declaration of solvency that having made a full inquiry into the company’s affairs they have formed the opinion that the company will be able to pay its debts in full, together with interest at the official rate, within a period not exceeding 12 months from the commencement of the winding-up. See Practice Notes: • What is a members’ voluntary liquidation and when is it typically used? • MVL—the information and documents to be provided to the liquidator by the company It should be noted that where the directors have made a statutory declaration, the company enters into members’ voluntary liquidation (MVL). If no such declaration is made, the company enters into creditors’ voluntary liquidation. See Practice Notes: • Placing a company into MVL • What is a statutory declaration of solvency and what happens if a false declaration of solvency...

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Written resolution procedure—flowchart

Written resolution

View the related practice notes about Written resolutions

Written resolutions

The Companies Act 2006 (CA 2006) prescribes that a private company limited by shares can pass resolutions:•at a general meeting of its shareholders, or•as written resolutions in accordance with the procedure prescribed in the CA 2006Any provisions in a company’s articles of association attempting to prevent a resolution being passed as a written resolution is void.The CA 2006 has preserved the common law principle of unanimous consent, which means that a company’s shareholders could take a decision without having to comply with the relevant statutory procedures to pass a resolution.However, it is preferable to pass resolutions in accordance with the statutory procedures because otherwise:•there is a risk that an informal decision by unanimous consent will not have the status of a resolution, and therefore may not be sufficient where statute requires a resolution to be passed, and•it may be difficult to show afterwards that the shareholders were sufficiently informed about the proposal, and that their approval was sufficiently precise and given at the right timeLimitations on useWritten resolutions may not...

Setting up a limited partnership—checklist

Setting up a limited partnership—checklist Number and identity of the partners How many partners will there be and who are they? What is the capacity of each of the partners? Individual, company, other partnership, other entity or body? Which of them will be a general partner and which of them will be a limited partner? Will it be possible for new limited partners to be introduced? If so, on what basis? Will the limited partners be entitled to have business interests and engage in activities in addition to those relating to the limited partnership, including business interests and activities in direct competition with the partnership? Business details What will be the business of the limited partnership? Is it a continuing business or one-off project or projects? Are any regulatory consents, approvals and licences required for the proposed business? What will be the name of the limited partnership? Does the name conflict with an existing registered limited partnership or business name? Conduct searches at Companies House. Who is responsible for registering...

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Board minutes—private M&A—share purchase—completion—target

Board minutes—private M&A—share purchase—completion—target Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [insert name] was appointed Chair of the Meeting. The Chair reported that due...

Board minutes—private limited company—first meeting

Board minutes—private limited company—first meeting company number: [insert number] [INSERT COMPANY NAME] LIMITED Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] by [insert other means]] [ In attendance:] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any advisers)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that proper notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly,...

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How will charities ensure that they are properly governed if trustees and staff are not able to work or meet in light of coronavirus (COVID-19)?

How will charities ensure that they are properly governed if trustees and staff are not able to work or meet in light of coronavirus (COVID-19)? Many charities will have board or general meetings scheduled over the coming months and be wondering what steps should be taken to observe social distancing measures and protect attendees, particularly those more at risk from coronavirus (COVID-19). Special rules apply to these meetings and will need to be taken into account. Formal meetings are, of course, only one (albeit an important) aspect of a charity’s operations. Outside formal meetings, staff may be able to work and meet remotely in order to keep services going. Where this is not possible, difficult decisions may have to be made about how best to protect a charity’s beneficiaries and reputation until restrictions around movement are eased. This Q&A is principally directed to charities which are structured as companies. Board decisions: one-off decisions where a meeting cannot be held If a decision is needed at short notice on...

Does an individual qualify as a person with significant control (PSC) under the first two ownership or control conditions with exactly 25% of the shares or voting rights?

Does an individual qualify as a person with significant control (PSC) under the first two ownership or control conditions with exactly 25% of the shares or voting rights? Schedule 1A to the Companies Act 2006 (as inserted by the Small Business, Enterprise and Employment Act 2015) is specific in its wording as regards the first and second conditions relating to significant control, namely share ownership and voting rights. The wording is that the person holds ‘more than 25% of the shares/voting rights…’ This would therefore indicate that a person with exactly 25% or less is not a person with significant control. This view is further supported by the official wording that must be inserted into a PSC register such as, for example, ‘…the person holds, directly or indirectly,

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Share Incentives weekly highlights—26 October 2023

This week's edition of Share Incentives weekly highlights includes: (1) the Supreme Court’s judgement in the case of Revenue and Customs Commissioners v Vermilion Holdings Limited (Scotland), (2) a joint policy statement from the PRA and the FCA which confirms the removal of the ‘bonus cap’, (3) publication of the minutes of HMRC’s Share Schemes Forum held on 15 June 2023 and (4) the decision in Steel v Spencer Road LLP that a bonus clawback provision was not a restraint of trade.

Corporate weekly highlights—26 October 2023

This week's edition of Corporate weekly highlights includes: a report published by ESMA on climate-related matters in financial statements, a Law Society guide for solicitors advising companies on climate risk governance and greenwashing risks, the government’s response to the Treasury Committee’s report on venture capital and the decision in the case of Kamenetskiy v Zolotarev concerning, among other things, the validity of written resolutions.

View the latest UK Parliament Acts documents on Written resolutions

1 Companies

1  Companies(1)     In the Companies Acts, unless the context otherwise requires—“company” means a company formed and registered under this Act, that is—(a)     a company so formed and registered after the commencement of this Part, or(b)     a company that immediately before the commencement of this Part— (i)     was formed and registered under the Companies Act 1985 (c 6) or the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6)), or(ii)     was an existing company for the purposes of that Act or that Order,(which is to be

3 Limited and unlimited companies

(1)     A company is a “limited company” if the liability of its members is limited by its constitution.It may be limited by shares or limited by guarantee.(2)     If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.(3)     If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.(4)     If there is no limit on the liability