Written resolution—completion of subscription and shareholders’ agreement—members—target


Published by a ³ÉÈËÓ°Òô Corporate expert
Precedents

Written resolution—completion of subscription and shareholders’ agreement—members—target


Published by a ³ÉÈËÓ°Òô Corporate expert

Precedents
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Company number: [insert number]

The companies act 2006

Private company limited by SHARES

Written resolutions OF

[insert company name] Limited

(the Company)

Circulated on [insert circulation date]

Pursuant to Chapter 2 of Part 13 of the Companies Act 2006 (CA 2006), the directors of the Company propose that Resolution 1 [and ][[insert number(s) of any additional proposed ordinary resolutions] ]below be passed as [an ]ordinary resolution[s] and that Resolutions 2[[ and OR ,] 3 [insert number(s) of any additional proposed special resolutions] ]below be passed as [a ]special resolution[s].

ordinary resolution[S]

    1. 1

      THAT subject to and conditional on the passage of Resolution 2, the directors are generally and unconditionally authorised, for the purpose of section 551 of the Companies Act 2006 and generally, to exercise all and any powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company to any person, at any time and subject to any terms and conditions as the directors think proper, up to an aggregate nominal amount of £[insert maximum nominal amount] comprising:

      1. 1.1

        up

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Written Resolution definition
What does Written Resolution mean?

The 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 (CA 2006, s 281). Public companies limited by shares cannot pass written resolutions at all, even if their articles of association purport to authorise them to do so. A written resolution is passed when the required majority of eligible members have signified their agreement to it. Any provisions in a company’s articles of association attempting to prevent a resolution being passed as a written resolution is void.

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