Procedures for Signifying Agreement to Written Resolutions
Section 306 of the Companies Act 2016
- A member signifies his/her agreement to a proposed written resolution from the company when the company receives from him/her an authenticated document by way of either hard copy or electronic form:
- (a) Identifying the resolution to which it relates; and
- (b) Indicating the member’s agreement to the resolution.
- A member’s agreement to a written resolution is irrevocable once signified.
- A written resolution is considered passed when the required majority of eligible members have signified their agreement to the written resolution.
Section 307 of the Companies Act 2016
- Unless the company’s constitution states otherwise, a proposed written resolution made by any members of a private company holding a minimum of 5% of the total voting rights will lapse if the proposed written resolution is not passed within 28 days of its circulation.
- If the agreement of a member to a written resolution is received after the lapse period, the agreement is considered invalid.
Section 308 of the Companies Act 2016
Where a company has given an electronic address in any document containing or accompanying a proposed written resolution, the company shall be deemed to have agreed that any document or information relating to that resolution may be sent by electronic means to that address, subject to any conditions or limitations specified in the document.