Companies Act 1985 (c. 6)

Part XI U.K. Company administration and procedure

Chapter IV U.K. Meetings and Resolutions

Written resolutions of private companies U.K.

[F1 381B Duty to notify auditors of proposed written resolution U.K.

(1) If a director or secretary of a company—

(a) knows that it is proposed to seek agreement to a resolution in accordance with section 381A, and

(b) knows the terms of the resolution,

he shall, if the company has auditors, secure that a copy of the resolution is sent to them, or that they are otherwise notified of its contents, at or before the time the resolution is supplied to a member for signature.

(2) A person who fails to comply with subsection (1) is liable to a fine.

(3) In any proceedings for an offence under this section it is a defence for the accused to prove—

(a) that the circumstances were such that it was not practicable for him to comply with subsection (1), or

(b) that he believed on reasonable grounds that a copy of the resolution had been sent to the company’s auditors or that they had otherwise been informed of its contents.

(4) Nothing in this section affects the validity of any resolution.]

Textual Amendments

F1 S. 381B substituted (19.6.1996 with effect as mentioned in art.3(3) of the amending S.I.) by S.I. 1996/1471, art. 3(1)(3)