Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Written Resolution definition

What does Written Resolution mean? A written resolution is a way for a private company’s members to approve business without holding a general meeting, by signing their agreement to a circulated proposal. In the UK (England & Wales, Scotland and Northern Ireland), the Companies Act 2006 (Part 13) sets out the regime for private companies; public companies cannot pass written resolutions. In Ireland, the Companies Act 2014 provides a comparable procedure for private companies; PLCs are excluded. Key features: - It is passed when the required majority of eligible members (those entitled to vote on the circulation date) signify agreement, in writing or electronically, within the statutory...

The Duomatic principle in UK company law: requirements, scope, applications (service contracts, amendments to articles, buybacks, share transfers, substantial property transactions), ostensible authority and beneficial shareholders, limitations, and filing obligations

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Practice notes

The principle defined

Company decisions are taken by shareholders through resolutions. A company’s resolution can be validly approved in three ways:

by employing the statutory written resolution procedure (available only to private companies and subject to specified exceptions) (see Practice Note: written resolutions for further details on this process)
at a meeting of the company’s members, duly convened and conducted in accordance with the Companies Act 2006 (CA 2006) or the company’s articles of association (see Practice Note: Member resolutions for further information)
where applicable, under the Duomatic principle, described in Re Duomatic Ltd as: '...where it can be shown that all shareholders entitled to attend and vote at a general meeting agree to a matter that such a meeting could give effect to, that agreement is as binding as a resolution would generally be.' It has subsequently been restated as: 'The essence of the Duomatic principle, as I see it, is that [certain formalities] can be avoided if all members of the group [being the persons entitled

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Philip Hinks

3 Verulam Buildings (3VB)

Philip, barrister at 3 Verulam Buildings, has a strong commercial practice which sees him regularly instructed in high-value and complex matters, particularly in relation to general commercial, company and insolvency disputes. He has a particular expertise in cases with a civil fraud angle. For example, he was part of the legal team representing the FCA in the Court of Appeal in what is the leading authority on collective investment schemes and the first fully-contested Unauthorised Business trial. He also represented the liquidator, led by Marcia Shekerdemian, in Re Ultraclass Ltd, where freezing and proprietary injunctions were obtained in support of misfeasance proceedings arising out of an alleged ‘land banking’ fraud. Chambers UK 2015 recommended Philip as a leading junior for Restructuring/Insolvency: "He exudes authority, and has the ability to grasp complex issues quickly." Previous directories quote Philip as...

Web page updated on 22/05/2026

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