Written Resolution meaning

Special resolutions The Companies Act 2006 (CA 2006) identifies particular business that must be approved by the company’s members (or any class of them) by special resolution, meaning a majority of not less than 75%, or by holders of at least 75% of the shares, or of a class of shares. Where a written resolution is intended to be a special resolution, it will only take effect as such if it expressly states that it is proposed as a special resolution. See Practice Notes: Member resolutions and Written resolutions for further information on shareholder resolutions and written resolutions. This threshold applies whether considering all members or a single class...

Checklist This checklist sets out principal matters to address when launching an internal inquiry into suspected criminal conduct. For fuller guidance, see Practice Note: How to plan and conduct an internal investigation. What is the purpose of the investigation? Prioritise fact-finding over determining liability. What is the scope of the investigation? Create clear terms of reference. Decide who should undertake the investigation and assign roles within the investigation. If Board members will be involved, verify whether a board resolution is required to authorise this. Take legal advice on likely Legal Professional Privilege (LPP) issues. Ensure the Board, or a duly constituted sub-committee, oversees the investigation and is identified as ‘the client’ in any engagement letter and/or correspondence with internal and/or external lawyers; keep written records of these decisions. If deploying internal audit, consider whether it was involved in the predicate events...

Appointment flowchart This Checklist explains the actions the directors or the company must take to appoint an administrator via the out-of-court route under paragraph 22 of Schedule B1 of the Insolvency Act 1986 (IA 1986). Several criteria must be satisfied and specific steps completed. For fuller guidance, refer to these Practice Notes, to be read alongside this Checklist: Out-of-court administrator appointments—who can appoint and in what circumstances? Out-of-court administration appointments by a company or its directors—the procedure For a snapshot, the flowchart below outlines the core steps. It assumes the company is not regulated by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA), although the Checklist does include the extra actions needed where regulation applies. Appointment checklist Step/action — Time (days) — Section/rule Pre-appointment If the company is to make the appointment, it may either pass a written resolution or convene a general meeting to vote to appoint an administrator by ordinary resolution......

FORTHCOMING CHANGE : The Renters’ Rights Act 2025 obtained Royal Assent on 27 October 2025. For insight into how it affects residential tenancies in England, refer to Practice Note: Renters' Rights Act 2025—key provisions. This Flowchart outlines the steps for ending an assured shorthold tenancy (AST) under section 21 of the Housing Act 1988 (HA 1988) via the standard possession route, covering when to serve a section 21 notice, when to issue proceedings, and the procedural milestones up to a possession order. Where HA 1988 governs, unless the tenant chooses to leave of their own accord, a landlord may regain possession only by following the mechanisms in HA 1988, ss 8 or 21, securing a possession order and enforcing it. For more detail, see Practice Note: Assured and assured shorthold tenancies—terminating. Under HA 1988, s 21, a landlord may terminate a fixed-term AST by giving the tenant no less than two months’ written notice, exercising a break clause during the term, or at the end of, or after the...

From 12 January 2023, the EU’s Foreign Subsidies Regulation for the internal market (FSR) officially then took effect...

The legend of Thermopylae, retold across films, books and podcasts, and still taught in history lessons worldwide, spotlights the feat of 300 Spartan fighters, who managed to resist thousands of Persians by sealing a narrow pass the invading army had to traverse. In arbitration, even when you act for a sophisticated business or a high net worth individual, your opponent may at times command a larger war chest. Just as the Spartans used terrain to their benefit, there are measures available both before and after proceedings begin to neutralise pressure or delay that a well-financed adversary might seek to engineer in the arbitration. This article distils strategies and procedures that anyone anticipating a dispute with a better-resourced party should bear in mind. Crafting the Arbitration Clause If the arbitration provision has yet to be drafted, the first way to counter superior resources is to frame an arbitration clause that compels a swift resolution of the dispute. Like the famously tight corridor at Thermopylae, an arbitration clause that...

Restructuring & Insolvency weekly highlights—29 August 2024 In this issue: Corporate insolvency processes Restructuring Personal insolvency Directors and insolvency Daily and weekly news alerts Corporate Rescue and Insolvency (August 2024 edition) New Q&A Corporate insolvency processes Company’s register of members | Conclusive or not for voting rights? (Bland v Keegan) In proceedings relating to JDK Construction Ltd (JDK), the Court of Appeal examined a challenge to the lawfulness of a written resolution appointing joint liquidators, alongside allegations of an unauthorised share transfer form. The Appellant argued her shares in JDK were wrongfully transferred, rendering the liquidators’ appointment invalid. The key question was whether the company’s register of members—recording her shares as transferred—was determinative for validating the members’ resolution. Affirming the decision of His Honour Judge Hodge KC, the Court of Appeal held that the register stands as prima facie evidence of who the members are and of the validity of resolutions passed by them, unless...

In this issue: Repairing obligations and dilapidations Trespass and adverse possession Service charges Residential tenancies Disputes and remedies Rent and rates Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Repairing obligations and dilapidations Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower (Grey GR Ltd Partnership v Edgewater (Stevenage)) In Grey GR Ltd Partnership v Edgewater (Stevenage) [2025] Lexis Citation 276, the Upper Tribunal (UT) rejected the respondents’ appeal against the First-tier Tribunal’s (FTT) grant of a remediation contribution order under section 124 of the Building Safety Act 2022, made against 75 respondents. Marcus Birch of BCLP reviews the decision. See News Analysis: Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower. High Court held progressive failure of window seals constituted disrepair (Better...

This Practice Note addresses the arbitration procedure under the 2023 Arbitration Rules of the Stockholm Chamber of Commerce (SCC) Arbitration Institute. The institution has adopted the name ‘Stockholm Chamber of Commerce (SCC) Arbitration Institute.’ The 2023 SCC Rules govern arbitrations filed with the SCC on or after 1 January 2023, unless the parties agree otherwise. A revised SCC Schedule of Costs applies to 2024 SCC arbitrations; see here. The SCC Arbitration Institute The SCC ranks among the most widely recognised arbitral bodies globally. As with peer institutions, it administers the resolution of disputes through arbitration. It does not adjudicate cases itself; decisions are made by arbitrators appointed in accordance with the SCC Arbitration Rules. The organisation comprises a Secretariat, led by the Secretary‑General, and an international Board of prominent arbitration practitioners, which convenes monthly to take administrative decisions. The SCC is especially noted worldwide for ‘east‑west’ cases. Each year roughly 150–200 new arbitrations are initiated at the SCC, involving parties from more than 40 countries. Disputed sums...

This Practice Note sets out how to initiate arbitration under the 2021 International Chamber of Commerce (ICC) Rules of Arbitration (ICC Rules). The ICC Rules govern any ICC arbitrations begun on or after 1 January 2021, unless the parties expressly agree that an earlier version will apply. For an overview of the 2021 ICC Rules, see Practice Note: ICC (2021)—introduction to the ICC and arbitration under the ICC Rules. For guidance on the 2017 and 2012 ICC Rules, see: ICC arbitration—overview. Prior to commencing an arbitration pursuant to the ICC Rules When a dispute arises, it is crucial for parties and their advisers to check the dispute resolution clause in the relevant contract. If it provides for arbitration under the ICC Rules, at the outset the parties should consider, among other points: any limitation period (whether contractual or statutory) by which the arbitration must be commenced. For more detail under English and Welsh law, see Practice Note: Limitation periods in arbitration (England & Wales) ...

Company directors oversee the everyday running of the company. They make decisions on the company’s behalf so it can continue operating, typically covering: securing funding entering contracts buying or leasing premises obtaining stock or equipment recruiting staff For details on directors’ decision-making, and the processes and procedures commonly involved, see the following Practice Notes: Directors’ decision-making—power, authority and duties Directors’ decision-making—convening board meetings Directors’ decision-making—conduct at board meetings Directors’ decision-making—post board meeting formalities Directors’ decision-making—written resolutions and decisions by sole directors Where do the directors’ powers come from? ...

This deed is dated the [ INSERT DAY ] of [ INSERT MONTH AND YEAR ]. Parties The persons whose particulars are set out in the Schedule (the Indemnifiers); and [ Insert names of the Joint Liquidators ] of [ insert name and address of the Joint Liquidators’ firm ] (the Joint Liquidators) BACKGROUND [ Insert name of the company ] (the Company) was incorporated in England and Wales under company number [ insert number ]. [ Insert names of the joint liquidators ] are to be appointed as Joint Liquidators of the Company (the Appointment) by the members via written resolution. In consideration of the Joint Liquidators accepting the Appointment, the Indemnifiers agree to indemnify the Joint Liquidators, together with the members and employees of the Joint Liquidators’ firm, in the manner set out herein...

1 Purpose and scope of the procedure 1.1 A grievance is any worry, issue or complaint an employee brings to their employer. 1.2 Where appropriate, you should first try to resolve a grievance informally with the person you report to directly [ or [ insert alternative, eg the HR Department ] ]. If this does not settle the matter, you should submit your grievance formally as outlined below. 1.3 This procedure is not incorporated into your contract of employment. It can be changed at any time and the Company may adopt a different procedure depending on the circumstances of the particular case. 1.4 This policy and its procedure covers all our employees and workers. It does not apply to agency workers, consultants, contractors [ , volunteers ] [ , interns ] or casual workers. ...

Board minutes—private M&A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or consideration shares); warranties/indemnities with time limits, caps and thresholds, subject to disclosures; post‑completion non‑compete/non‑solicit; and key loan note terms (interest, redemption, guarantee/security, convertibility). RESOLVED...