Office of Public Sector Information
(1) A resolution of the members (or of a class of members) of a private company must be passed—
(a) as a written resolution in accordance with Chapter 2, or
(b) at a meeting of the members (to which the provisions of Chapter 3 apply).
(2) A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).
(3) Where a provision of the Companies Acts—
(a) requires a resolution of a company, or of the members (or a class of members) of a company, and
(b) does not specify what kind of resolution is required,
what is required is an ordinary resolution unless the company’s articles require a higher majority (or unanimity).
(4) Nothing in this Part affects any enactment or rule of law as to—
(a) things done otherwise than by passing a resolution,
(b) circumstances in which a resolution is or is not treated as having been passed, or
(c) cases in which a person is precluded from alleging that a resolution has not been duly passed.
(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.
(2) A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members (see Chapter 2).
(3) A resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of—
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(4) A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of members who (being entitled to do so) vote in person or by proxy on the resolution.
(5) Anything that may be done by ordinary resolution may also be done by special resolution.
(1) A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.
(2) A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members (see Chapter 2).
(3) Where a resolution of a private company is passed as a written resolution—
(a) the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and
(b) if the resolution so stated, it may only be passed as a special resolution.
(4) A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of—
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(5) A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote in person or by proxy on the resolution.
(6) Where a resolution is passed at a meeting—
(a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and
(b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.
(1) On a vote on a written resolution—
(a) in the case of a company having a share capital, every member has one vote in respect of each share or each £10 of stock held by him, and
(b) in any other case, every member has one vote.
(2) On a vote on a resolution on a show of hands at a meeting—
(a) every member present in person has one vote, and
(b) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote.
(3) On a vote on a resolution on a poll taken at a meeting—
(a) in the case of a company having a share capital, every member has one vote in respect of each share or each £10 of stock held by him, and
(b) in any other case, every member has one vote.
(4) The provisions of this section have effect subject to any provision of the company’s articles.
(1) Where a member entitled to vote on a resolution has appointed one proxy only, and the company’s articles provide that the proxy has fewer votes in a vote on a resolution on a show of hands taken at a meeting than the member would have if he were present in person—
(a) the provision about how many votes the proxy has on a show of hands is void, and
(b) the proxy has the same number of votes on a show of hands as the member who appointed him would have if he were present at the meeting.
(2) Where a member entitled to vote on a resolution has appointed more than one proxy, subsection (1) applies as if the references to the proxy were references to the proxies taken together.
(3) In relation to a resolution required or authorised by an enactment, if a private company’s articles provide that a member has a different number of votes in relation to a resolution when it is passed as a written resolution and when it is passed on a poll taken at a meeting—
(a) the provision about how many votes a member has in relation to the resolution passed on a poll is void, and
(b) a member has the same number of votes in relation to the resolution when it is passed on a poll as he has when it is passed as a written resolution.
(1) In the case of joint holders of shares of a company, only the vote of the senior holder who votes (and any proxies duly authorised by him) may be counted by the company.
(2) For the purposes of this section, the senior holder of a share is determined by the order in which the names of the joint holders appear in the register of members.
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles.
Nothing in this Chapter affects—
(a) any provision of a company’s articles—
(i) requiring an objection to a person’s entitlement to vote on a resolution to be made in accordance with the articles, and
(ii) for the determination of any such objection to be final and conclusive, or
(b) the grounds on which such a determination may be questioned in legal proceedings.
(1) In the Companies Acts a “written resolution” means a resolution of a private company proposed and passed in accordance with this Chapter.
(2) The following may not be passed as a written resolution—
(a) a resolution under section 168 removing a director before the expiration of his period of office;
(b) a resolution under section 510 removing an auditor before the expiration of his term of office.
(3) A resolution may be proposed as a written resolution—
(a) by the directors of a private company (see section 291), or
(b) by the members of a private company (see sections 292 to 295).
(4) References in enactments passed or made before this Chapter comes into force to—
(a) a resolution of a company in general meeting, or
(b) a resolution of a meeting of a class of members of the company,
have effect as if they included references to a written resolution of the members, or of a class of members, of a private company (as appropriate).
(5) A written resolution of a private company has effect as if passed (as the case may be)—
(a) by the company in general meeting, or
(b) by a meeting of a class of members of the company,
and references in enactments passed or made before this section comes into force to a meeting at which a resolution is passed or to members voting in favour of a resolution shall be construed accordingly.
(1) In relation to a resolution proposed as a written resolution of a private company, the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution (see section 290).
(2) If the persons entitled to vote on a written resolution change during the course of the day that is the circulation date of the resolution, the eligible members are the persons entitled to vote on the resolution at the time that the first copy of the resolution is sent or submitted to a member for his agreement.
References in this Part to the circulation date of a written resolution are to the date on which copies of it are sent or submitted to members in accordance with this Chapter (or if copies are sent or submitted to members on different days, to the first of those days).
(1) This section applies to a resolution proposed as a written resolution by the directors of the company.
(2) The company must send or submit a copy of the resolution to every eligible member.
(3) The company must do so—
(a) by sending copies at the same time (so far as reasonably practicable) to all eligible members in hard copy form, in electronic form or by means of a website, or
(b) if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn),
or by sending copies to some members in accordance with paragraph (a) and submitting a copy or copies to other members in accordance with paragraph (b).
(4) The copy of the resolution must be accompanied by a statement informing the member—
(a) how to signify agreement to the resolution (see section 296), and
(b) as to the date by which the resolution must be passed if it is not to lapse (see section 297).
(5) In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(6) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(7) The validity of the resolution, if passed, is not affected by a failure to comply with this section.
(1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
(2) Any resolution may properly be moved as a written resolution unless—
(a) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise),
(b) it is defamatory of any person, or
(c) it is frivolous or vexatious.
(3) Where the members require a company to circulate a resolution they may require the company to circulate with it a statement of not more than 1,000 words on the subject matter of the resolution.
(4) A company is required to circulate the resolution and any accompanying statement once it has received requests that it do so from members representing not less than the requisite percentage of the total voting rights of all members entitled to vote on the resolution.
(5) The “requisite percentage” is 5% or such lower percentage as is specified for this purpose in the company’s articles.
(6) A request—
(a) may be in hard copy form or in electronic form,
(b) must identify the resolution and any accompanying statement, and
(c) must be authenticated by the person or persons making it.
(1) A company that is required under section 292 to circulate a resolution must send or submit to every eligible member—
(a) a copy of the resolution, and
(b) a copy of any accompanying statement.
This is subject to section 294(2) (deposit or tender of sum in respect of expenses of circulation) and section 295 (application not to circulate members' statement).
(2) The company must do so—
(a) by sending copies at the same time (so far as reasonably practicable) to all eligible members in hard copy form, in electronic form or by means of a website, or
(b) if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn),
or by sending copies to some members in accordance with paragraph (a) and submitting a copy or copies to other members in accordance with paragraph (b).
(3) The company must send or submit the copies (or, if copies are sent or submitted to members on different days, the first of those copies) not more than 21 days after it becomes subject to the requirement under section 292 to circulate the resolution.
(4) The copy of the resolution must be accompanied by guidance as to—
(a) how to signify agreement to the resolution (see section 296), and
(b) the date by which the resolution must be passed if it is not to lapse (see section 297).
(5) In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(6) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(7) The validity of the resolution, if passed, is not affected by a failure to comply with this section.
(1) The expenses of the company in complying with section 293 must be paid by the members who requested the circulation of the resolution unless the company resolves otherwise.
(2) Unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it a sum reasonably sufficient to meet its expenses in doing so.
(1) A company is not required to circulate a members' statement under section 293 if, on an application by the company or another person who claims to be aggrieved, the court is satisfied that the rights conferred by section 292 and that section are being abused.
(2) The court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs (in Scotland, expenses) on such an application, even if they are not parties to the application.
(1) A member signifies his agreement to a proposed written resolution when the company receives from him (or from someone acting on his behalf) an authenticated document—
(a) identifying the resolution to which it relates, and
(b) indicating his agreement to the resolution.
(2) The document must be sent to the company in hard copy form or in electronic form.
(3) A member’s agreement to a written resolution, once signified, may not be revoked.
(4) A written resolution is passed when the required majority of eligible members have signified their agreement to it.
(1) A proposed written resolution lapses if it is not passed before the end of—
(a) the period specified for this purpose in the company’s articles, or
(b) if none is specified, the period of 28 days beginning with the circulation date.
(2) The agreement of a member to a written resolution is ineffective if signified after the expiry of that period.
(1) Where a company has given an electronic address in any document containing or accompanying a proposed written resolution, it is 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).
(2) In this section “electronic address” means any address or number used for the purposes of sending or receiving documents or information by electronic means.
(1) This section applies where a company sends—
(a) a written resolution, or
(b) a statement relating to a written resolution,
to a person by means of a website.
(2) The resolution or statement is not validly sent for the purposes of this Chapter unless the resolution is available on the website throughout the period beginning with the circulation date and ending on the date on which the resolution lapses under section 297.
A provision of the articles of a private company is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be proposed and passed as a written resolution.
A resolution of the members of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given, and
(b) the meeting is held and conducted,
in accordance with the provisions of this Chapter (and, where relevant, Chapter 4) and the company’s articles.
The directors of a company may call a general meeting of the company.
(1) The members of a company may require the directors to call a general meeting of the company.
(2) The directors are required to call a general meeting once the company has received requests to do so from—
(a) members representing at least the required percentage of such of the paid-up capital of the company as carries the right of voting at general meetings of the company (excluding any paid-up capital held as treasury shares); or
(b) in the case of a company not having a share capital, members who represent at least the required percentage of the total voting rights of all the members having a right to vote at general meetings.
(3) The required percentage is 10% unless, in the case of a private company, more than twelve months has elapsed since the end of the last general meeting—
(a) called in pursuance of a requirement under this section, or
(b) in relation to which any members of the company had (by virtue of an enactment, the company’s articles or otherwise) rights with respect to the circulation of a resolution no less extensive than they would have had if the meeting had been so called at their request,
in which case the required percentage is 5%.
(4) A request—
(a) must state the general nature of the business to be dealt with at the meeting, and
(b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
(5) A resolution may properly be moved at a meeting unless—
(a) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise),
(b) it is defamatory of any person, or
(c) it is frivolous or vexatious.
(6) A request—
(a) may be in hard copy form or in electronic form, and
(b) must be authenticated by the person or persons making it.
(1) Directors required under section 303 to call a general meeting of the company must call a meeting—
(a) within 21 days from the date on which they become subject to the requirement, and
(b) to be held on a date not more than 28 days after the date of the notice convening the meeting.
(2) If the requests received by the company identify a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(3) The business that may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.
(4) If the resolution is to be proposed as a special resolution, the directors are treated as not having duly called the meeting if they do not give the required notice of the resolution in accordance with section 283.
(1) If the directors—
(a) are required under section 303 to call a meeting, and
(b) do not do so in accordance with section 304,
the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.
(2) Where the requests received by the company included the text of a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(3) The meeting must be called for a date not more than three months after the date on which the directors become subject to the requirement to call a meeting.
(4) The meeting must be called in the same manner, as nearly as possible, as that in which meetings are required to be called by directors of the company.
(5) The business which may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.
(6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company.
(7) Any sum so reimbursed shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of the services of such of the directors as were in default.
(1) This section applies if for any reason it is impracticable—
(a) to call a meeting of a company in any manner in which meetings of that company may be called, or
(b) to conduct the meeting in the manner prescribed by the company’s articles or this Act.
(2) The court may, either of its own motion or on the application—
(a) of a director of the company, or
(b) of a member of the company who would be entitled to vote at the meeting,
order a meeting to be called, held and conducted in any manner the court thinks fit.
(3) Where such an order is made, the court may give such ancillary or consequential directions as it thinks expedient.
(4) Such directions may include a direction that one member of the company present at the meeting be deemed to constitute a quorum.
(5) A meeting called, held and conducted in accordance with an order under this section is deemed for all purposes to be a meeting of the company duly called, held and conducted.
(1) A general meeting of a private company (other than an adjourned meeting) must be called by notice of at least 14 days.
(2) A general meeting of a public company (other than an adjourned meeting) must be called by notice of—
(a) in the case of an annual general meeting, at least 21 days, and
(b) in any other case, at least 14 days.
(3) The company’s articles may require a longer period of notice than that specified in subsection (1) or (2).
(4) A general meeting may be called by shorter notice than that otherwise required if shorter notice is agreed by the members.
(5) The shorter notice must be agreed to by a majority in number of the members having a right to attend and vote at the meeting, being a majority who—
(a) together hold not less than the requisite percentage in nominal value of the shares giving a right to attend and vote at the meeting (excluding any shares in the company held as treasury shares), or
(b) in the case of a company not having a share capital, together represent not less than the requisite percentage of the total voting rights at that meeting of all the members.
(6) The requisite percentage is—
(a) in the case of a private company, 90% or such higher percentage (not exceeding 95%) as may be specified in the company’s articles;
(b) in the case of a public company, 95%.
(7) Subsections (5) and (6) do not apply to an annual general meeting of a public company (see instead section 337(2)).
Notice of a general meeting of a company must be given—
(a) in hard copy form,
(b) in electronic form, or
(c) by means of a website (see section 309),
or partly by one such means and partly by another.
(1) Notice of a meeting is not validly given by a company by means of a website unless it is given in accordance with this section.
(2) When the company notifies a member of the presence of the notice on the website the notification must—
(a) state that it concerns a notice of a company meeting,
(b) specify the place, date and time of the meeting, and
(c) in the case of a public company, state whether the meeting will be an annual general meeting.
(3) The notice must be available on the website throughout the period beginning with the date of that notification and ending with the conclusion of the meeting.
Companies Act 2006