The proposal of the resolution must contain a text of

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may also use written resolutions. The proposal of the resolution must contain a text of the resolution and the method of assenting to it and must be circulated to all eligible members along with any supporting statement. A written resolution may be passed by a simple or special majority as may be stipulated in the articles (see s. 282 (2) & s. 283 (2)). Any decision of a private company may be passed as written resolution unless it would be vexatious, frivolous, or contrary to the Companies Act or the company’s’ constitution – s. 292(2) CA 2006. However, directors and auditors of a company cannot be removed by written resolution before the end of their tenure because of the requirement of self-defence for the officers affected. 22.5.4 UNANIMOUS RESOLUTIONS Under the common law, where all the members of a company entitled to attend a meeting reach an agreement on a matter, that agreement is binding as if it were reached at a general meeting. The agreement, which may be oral or in writing, will not be invalidated simply because it was not reached at a formal meeting. The rationale for this principle is that since the essence of a meeting is for members to come together and take a decision, if they are able to agree on anything without holding a formal meeting, there is no reason why that agreement should not be respected. This is sometimes called the duomatic principle after the case in which it was adopted. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY COMPANY MEMBERS 408 In Re Duomatic Ltd (1969) 1 All ER 161 – it was held that a payment approved unanimously by all the shareholders of a company without a general meeting as required by the company’s articles was valid as if it was approved by the general meeting. The court remarked as follows: Where it can be shown that all shareholders who have a right to attend and vote at a general meeting of a company assent to some matter which a general meeting of the company could carry into effect, that assent is binding as a resolution in general meeting would be. See also Rolfe v Rolfe [2010] EWHC 244 This principle, which has been impliedly preserved by s. 281 CA 2006, will not apply to the removal of directors or auditors since, in both cases, the officers concerned are entitled to attend a general meeting and to defend themselves – ss. 168 and 169 CA 2006. Download free eBooks at bookboon.com Click on the ad to read more We will turn your CV into an opportunity of a lifetime Do you like cars? Would you like to be a part of a successful brand? We will appreciate and reward both your enthusiasm and talent. Send us your CV. You will be surprised where it can take you. Send us your CV on
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BUSINESS ORGANISATIONS AND AGENCY 409 COMPANY MEMBERS 22.5.5 REGISTRATION OF RESOLUTIONS – S. 30 CA 2006 When a company passes a resolution, the effect may be to change the contents of a document already filed at the Companies’ House. The effect may also be to introduce a new element in the company, meaning that the old document may give a misleading picture about the company to potential or existing creditors, investors, and customers. There is therefore
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