Checklist for preparing members’ written resolution

Company Law

1. Is the members’ written resolution for a private company?
A public company (whether listed or not) cannot pass a resolution of members by way of  written  resolution.

2. Should the matter set out in the members’ written resolution be an ordinary resolution or a special resolution?
Check the requirements under the Companies Act 2016 (CA) and if applicable, the constitution  and shareholders’ agreement.

3. If the members’ written resolution is intended to be a special resolution, is the company in time to give a notice of not less than 21 days to the members?
Not less than 21 days’ notice is required under section 292(1) of the CA.

4. If the members’ written resolution is intended to be a special resolution, has it been stated that it is a special resolution?
This is required under section 292(2) of the CA.

5. Is the members’ written resolution for removal of a director or an auditor before the expiration of his term of office?
Removal of a director or an auditor before the expiration of his term of office by way of a written resolution is prohibited under the section 297(2) of the CA.

6. Is copy of the member’s written resolution accompanied by a statement informing the members as to (a) the procedure for signifying agreement or otherwise to the resolution; and (b) the date by which the resolution shall lapse if not passed?
This is required under the section 303(4) of the CA.

7. For members’ written resolution proposed by a member, did such member require the company to circulate an accompanying statement of not more than 1000 words on the subject matter of the written resolution?
If yes, the directors must circulate a copy of the members’ written resolution and accompanying  statement to every eligible member.

What would you add?


This post was first posted on Linkedin on 30 June 2021.

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