Wording for a Written Resolution

[terry.dennis]

I have just registered with this forum and hope , first of all , that I am on the right section and , secondly , that someone can help me.

I am a fairly new Secretary of a small private company. We have recently resolved that , in accordance with the Companies Act 2006 , we will not in future have AGMs. Any resolutions that are required will be achieved using the Written Resolution route.

I understand that Written Resolutions can be initiated either by the Directors or by one or more of the Shareholders.

I am in need of the wording for each of the above Written Resolutions which I can circulate to Shareholders in order to get their signature of agreement/rejection. I have contacted Companies House but they have not been able to help.

Is there anyone out there who can help me ?

 

[Billmccallum]

The wording of the resolution can be what you want it to be, but it does need to be clear so that there is no possibility of misunderstanding.

For example:

"It is proposed that the company will no longer hold "Annual General Meetings", but a General Meeting will be called when (x, y or z happens)."

When the proposal has been voted through then it become a resolution and the text would then read

"It is resolved that the company will no longer hold "Annual General Meetings", but a General Meeting will be called when (x, y or z happens)."


Written resolutions (private companies)
Private companies can pass all resolutions as written resolutions except:

• A resolution to remove a director, and
• A resolution to remove an auditor

These resolutions need to be passed at a general meeting.

source http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml#two

 

[terry.dennis]

Bill

Thanks for that reply but obviously you have picked up the gist of my post incorrectly.
I am very familiar with the Companies House website and most of its contents and also the restrictions on the use of Written Resolutions. I always find it confusing when people talk about 'resolutions' and 'proposals' but you have clarified that position a little.

The only other precise guidance of the type which I have been seeking , I have picked up from other sources on the internet and that has been that a resolution to be circlated must be accompanied by a statement informing the shareholder a) how to signify agreement and b)the date by which the resolution must be passed if it is not to lapse.


What I meant to make clear was in respect of Written Resolutions - in general - being initiated (proposed) either by the Directors or by one or more of the Shareholders. I was after a sample wording/layout for the two sources of proposals for resolution.

I am still a little unclear about the sequence of steps and the associated documents at each stage from the 'proposal' stage to the final 'resolution'.
I hope that makes sense !

Regards

 

[Billmccallum]

sent you a PM

 

[terry.dennis]

Bill

I have looked in my records and do not see your email to me or my response to you.

I have some feedback of the outcome of my deliberations and a further question to , hopefully , conclude the exercise. The feedback is in the way of a document to be attached.

Can you advise as to how I should proceed - email to you or document attached to the Forum ?

Regards

 

[Billmccallum]

Bill

I have looked in my records and do not see your email to me or my response to you.

I have some feedback of the outcome of my deliberations and a further question to , hopefully , conclude the exercise. The feedback is in the way of a document to be attached.

Can you advise as to how I should proceed - email to you or document attached to the Forum ?

Regards

Try sending an email here mccallum_bill at hotmail.com.

I can't find any response from you, so try again.

 

[terry.dennis]

OK ! I will contact you in the morning.

Regards