Written resolutions 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...

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

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: Social housing Adult social care Judicial review Governance Local government finance Children's social care Education Public procurement Licensing Pensions Planning LexTalk®Local Government: a Lexis®Nexis community Daily and weekly news alerts New and updated content Social housing Microwave alone insufficient to amount to ‘cooking facilities’ in HMO test (Oxford Hotel Investments Ltd v Great Yarmouth BC) In Oxford Hotel Investments Ltd v Great Yarmouth Borough Council, the Upper Tribunal (UT) assessed the meaning of cooking facilities within the section 254 Housing Act 2004 (HA 2004) HMO test, specifically whether a single microwave fulfilled that requirement. The property had no other means for preparing food. The UT determined that a microwave on its own does not constitute cooking facilities capable of excluding the premises from the definition of an HMO, and consequently found the property formed part of an HMO and was subject to the HA 2004 regime....

Caroline Tighe V (1) Alistair Fraser Peters (2) Mike Kienlen & Rob Adamson (As Joint Administrators of Sprout Land Holdings Limited) [2019] What are the practical implications of this case? This ruling appears to illuminate two points arising from a stalemated board and a majority of shareholders seeking to put the company into administration, in that particular context and factual setting. First, the courts will not overlook a complete disregard of the statutory process for members’ resolutions under CA 2006, Part 2, as prescribed and expected by the legislation. In this matter, it was said the resolution would have passed in any event, so the court should forgive the company’s omission to consider and circulate it—both functions performed by a single director rather than the company. Moreover, although CA 2006, s 293 allows circulation at different times, under the statute itself, it is not meant to justify intentional differential treatment between members. Second, the appointing director and the administrators contended that, despite the third director’s invalid appointment, an...

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? ...

Issued in November 2004 by The Chartered Governance Institute (CGI), this guidance outlines the procedure...

This Practice Note explores the processes by which directors call board meetings under model articles for private companies limited by shares and for public companies limited by shares (Model Articles). It addresses issuing notice, what notices must contain, and who may attend and be present at board meetings. It reviews corporate governance expectations in the UK Corporate Governance (UKCG) Code. For guidance on the scope of directors’ power and authority to take decisions, whether acting as the full board or through a committee, the duties directors must weigh when deciding, and group company decision-making, see Practice Note: Directors’ decision-making—power, authority and duties. For material on boardroom conduct, including the chair’s role, quorum and voting rules, disclosure of interests in dealings, consideration of board packs and discussion, see Practice Note: Directors’ decision-making—conduct at board meetings. See also Practice Note: Directors’ decision-making—post board meeting formalities for analysis of preparing board minutes and administrative steps after board meetings. For details on decisions taken via the written resolution route and on decision-making by sole...

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...

1 Company’s tax residence 1.1 [ Insert name of the company ] (the Company) is tax resident in [ insert name of the jurisdiction in which the company is intended to be tax resident ]. The board of directors intends to conduct the Company’s affairs so that it remains tax resident for UK tax purposes in [ insert name of the jurisdiction in which the company is intended to be tax resident ] and nowhere else. In particular, the aim is that the Company should not be, and should not become, tax resident in the United Kingdom (the UK). 1.2 Whether a company incorporated outside the UK is centrally managed and controlled in the UK, and therefore UK tax resident, is a factual question. It is accordingly important that the Company’s directors observe procedures that ensure, so far as practicable, that the Company does not inadvertently acquire UK tax residence. [ Consequently, the board of directors resolves to adopt these guidelines, which set out the procedures the Company...

To: The Directors [ insert company name ] [ insert company address ] Dear [ Directors OR Secretary ] [ [ insert company name ] ] [ Limited OR PLC ] (the Company) [ At the request of the directors, ] I hereby put forward that the following resolution[ s ] [ is OR are ] adopted [ unanimously OR by a majority of the directors ] as written resolution[ s ] of the directors pursuant to article[ s ] [ insert number[s] ] of the Company’s articles of association: That: [ each of ] the following document[ s ] ( [ together, ] the Document[ s ] ), a [ final ] draft[ s ] of which [ have OR has ] been laid before us, be approved: 1.1 [ insert details of document ]; [ and ] 1.2 [ [ insert details of document ]; ...