Part 13U.K.Resolutions and meetings

Chapter 2U.K.Written resolutions

General provisions about written resolutionsU.K.

288Written resolutions of private companiesU.K.

(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.