Part XI Company administration and procedure

Chapter IV Meetings and Resolutions

Written resolutions of private companies

381BF1 Duty to notify auditors of proposed written resolution

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.