Modifications etc. (not altering text)
C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
C2Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
References in this Part to the circulation date of a written resolution are to the date on which copies of it are sent or submitted to members in accordance with this Chapter (or if copies are sent or submitted to members on different days, to the first of those days).
Commencement Information
I1S. 290 wholly in force at 1.10.2007; s. 290 not in force at Royal Assent see s. 1300; s. 290 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
(1)This section applies to a resolution proposed as a written resolution by the directors of the company.
(2)The company must send or submit a copy of the resolution to every eligible member.
(3)The company must do so—
(a)by sending copies at the same time (so far as reasonably practicable) to all eligible members in hard copy form, in electronic form or by means of a website, or
(b)if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn),
or by sending copies to some members in accordance with paragraph (a) and submitting a copy or copies to other members in accordance with paragraph (b).
(4)The copy of the resolution must be accompanied by a statement informing the member—
(a)how to signify agreement to the resolution (see section 296), and
(b)as to the date by which the resolution must be passed if it is not to lapse (see section 297).
(5)In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(6)A person guilty of an offence under this section is liable—
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding the statutory maximum.
(7)The validity of the resolution, if passed, is not affected by a failure to comply with this section.
Commencement Information
I2S. 291 wholly in force at 1.10.2007; s. 291 not in force at Royal Assent see s. 1300; s. 291 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
(1)The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
(2)Any resolution may properly be moved as a written resolution unless—
(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),
(b)it is defamatory of any person, or
(c)it is frivolous or vexatious.
(3)Where the members require a company to circulate a resolution they may require the company to circulate with it a statement of not more than 1,000 words on the subject matter of the resolution.
(4)A company is required to circulate the resolution and any accompanying statement once it has received requests that it do so from members representing not less than the requisite percentage of the total voting rights of all members entitled to vote on the resolution.
(5)The “requisite percentage” is 5% or such lower percentage as is specified for this purpose in the company's articles.
(6)A request—
(a)may be in hard copy form or in electronic form,
(b)must identify the resolution and any accompanying statement, and
(c)must be authenticated by the person or persons making it.
Commencement Information
I3S. 292 wholly in force at 1.10.2007; s. 292 not in force at Royal Assent see s. 1300; s. 292 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
(1)A company that is required under section 292 to circulate a resolution must send or submit to every eligible member—
(a)a copy of the resolution, and
(b)a copy of any accompanying statement.
This is subject to section 294(2) (deposit or tender of sum in respect of expenses of circulation) and section 295 (application not to circulate members' statement).
(2)The company must do so—
(a)by sending copies at the same time (so far as reasonably practicable) to all eligible members in hard copy form, in electronic form or by means of a website, or
(b)if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn),
or by sending copies to some members in accordance with paragraph (a) and submitting a copy or copies to other members in accordance with paragraph (b).
(3)The company must send or submit the copies (or, if copies are sent or submitted to members on different days, the first of those copies) not more than 21 days after it becomes subject to the requirement under section 292 to circulate the resolution.
(4)The copy of the resolution must be accompanied by guidance as to—
(a)how to signify agreement to the resolution (see section 296), and
(b)the date by which the resolution must be passed if it is not to lapse (see section 297).
(5)In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(6)A person guilty of an offence under this section is liable—
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding the statutory maximum.
(7)The validity of the resolution, if passed, is not affected by a failure to comply with this section.
Commencement Information
I4S. 293 wholly in force at 1.10.2007; s. 293 not in force at Royal Assent see s. 1300; s. 293 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
(1)The expenses of the company in complying with section 293 must be paid by the members who requested the circulation of the resolution unless the company resolves otherwise.
(2)Unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it a sum reasonably sufficient to meet its expenses in doing so.
Commencement Information
I5S. 294 wholly in force at 1.10.2007; s. 294 not in force at Royal Assent see s. 1300; s. 294 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
(1)A company is not required to circulate a members' statement under section 293 if, on an application by the company or another person who claims to be aggrieved, the court is satisfied that the rights conferred by section 292 and that section are being abused.
(2)The court may order the members who requested the circulation of the statement to pay the whole or part of the company's costs (in Scotland, expenses) on such an application, even if they are not parties to the application.
Commencement Information
I6S. 295 wholly in force at 1.10.2007; s. 295 not in force at Royal Assent see s. 1300; s. 295 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)