622H). If necessary, the directors may call or the members of the company may request the directors to call a general meeting to deal with such matters. A written resolution may also be passed for such purposes.
All matters required to be discussed at an AGM (such as approving financial statements and electing directors) are agreed upon through a written resolution. Copies of all necessary documents are sent to shareholders before the resolution is passed.
Any decisions taken by shareholders at a general meeting are formalised by 'passing a resolution'. Once passed, these decisions are legally binding. Copies of certain resolutions must be filed with Companies House within 15 days.
A written resolution is passed when the required majority of eligible members have signified their agreement to it. Any provisions in a company's articles of association attempting to prevent a resolution being passed as a written resolution is void.
Written resolutions proposed by the directors must be circulated to every eligible member. The written resolution should be accompanied by a statement explaining how to vote on the resolution, and the date by which it must be passed if it is not to lapse Note 6.
The main distinction between passing a resolution at a general meeting and passing a resolution by written resolution is the number of shareholders required to vote for it to pass.
A Shareholders' Resolution in Lieu of an Annual General Meeting (AGM) is a written resolution for companies to approve matters that would otherwise be approved at an annual general meeting (AGM).
A resolution in lieu of a meeting is a written resolution (signed by all shareholders who are entitled to vote at the meeting) that deals with all matters that need to be addressed at a shareholders' meeting.
Many body corporate decisions have to be made at a general meeting. A decision is made at a general meeting if a motion is included on the agenda, and owners vote to pass the motion. This is called a resolution.