(1)Anything which in the case of a private company may be done—
(a)by resolution of the company in general meeting, or
(b)by resolution of a meeting of any class of members of the company,
may be done, without a meeting and without any previous notice being required, by resolution in writing signed by or on behalf of all the members of the company who at the date of the resolution would be entitled to attend and vote at such meeting.
(2)The signatures need not be on a single document provided each is on a document which accurately states the terms of the resolution.
(3)The date of the resolution means when the resolution is signed by or on behalf of the last member to sign.
(4)A resolution agreed to in accordance with this section has effect as if passed—
(a)by the company in general meeting, or
(b)by a meeting of the relevant class of members of the company,
as the case may be; and any reference in any enactment to a meeting at which a resolution is passed or to members voting in favour of a resolution shall be construed accordingly.
(5)Any reference in any enactment to the date of passing of a resolution is, in relation to a resolution agreed to in accordance with this section, a reference to the date of the resolution, unless section 381B(4) applies in which case it shall be construed as a reference to the date from which the resolution has effect.
(6)A resolution may be agreed to in accordance with this section which would otherwise be required to be passed as a special, extraordinary or elective resolution; and any reference in any enactment to a special, extraordinary or elective resolution includes such a resolution.
(7)This section has effect subject to the exceptions specified in Part I of Schedule 15A; and in relation to certain descriptions of resolution under this section the procedural requirements of this Act have effect with the adaptations specified in Part II of that Schedule.
(1)A copy of any written resolution proposed to be agreed to in accordance with section 381A shall be sent to the company’s auditors.
(2)If the resolution concerns the auditors as auditors, they may within seven days from the day on which they receive the copy give notice to the company stating their opinion that the resolution should be considered by the company in general meeting or, as the case may be, by a meeting of the relevant class of members of the company.
(3)A written resolution shall not have effect unless—
(a)the auditors notify the company that in their opinion the resolution—
(i)does not concern them as auditors, or
(ii)does so concern them but need not be considered by the company in general meeting or, as the case may be, by a meeting of the relevant class of members of the company, or
(b)the period for giving a notice under subsection (2) expires without any notice having been given in accordance with that subsection.
(4)A written resolution previously agreed to in accordance with section 381A shall not have effect until that notification is given or, as the case may be, that period expires.]
Textual Amendments
F1Ss. 381A–381C inserted by Companies Act 1989 (c. 40, SIF 27), ss. 113(2), 213(2)
(1)Sections 381A and 381B have effect notwithstanding any provision of the company’s memorandum or articles.
(2)Nothing in those sections affects any enactment or rule of law as to—
(a)things done otherwise than by passing a resolution, or
(b)cases in which a resolution is treated as having been passed, or a person is precluded from alleging that a resolution has not been duly passed.]
Textual Amendments
F2Ss. 381A–381C inserted by Companies Act 1989 (c. 40, SIF 27), ss. 113(2), 213(2)