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View the related checklists about Written resolutions

Reviewing board minutes—checklist

Reviewing board minutes—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a substantive package of proposals enhancing the role of Companies House and increasing the transparency of UK corporate entities. The provisions of the ECCTA 2023 come into force over an extended period. Many of the provisions in the legislation require detailed secondary legislation and guidance, and the construction of new technical processes and tools to implement the reforms. For more information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker and Corporate transparency reform—changes to company registers. Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must...

View the related practice notes about Written resolutions

Written resolutions

The Companies Act 2006 (CA 2006) prescribes that a private company limited by shares can pass resolutions:•at a general meeting of its shareholders, or•as written resolutions in accordance with the procedure prescribed in the CA 2006Any provisions in a company’s articles of association attempting to prevent a resolution being passed as a written resolution is void.The CA 2006 has preserved the common law principle of unanimous consent, which means that a company’s shareholders could take a decision without having to comply with the relevant statutory procedures to pass a resolution.However, it is preferable to pass resolutions in accordance with the statutory procedures because otherwise:•there is a risk that an informal decision by unanimous consent will not have the status of a resolution, and therefore may not be sufficient where statute requires a resolution to be passed, and•it may be difficult to show afterwards that the shareholders were sufficiently informed about the proposal, and that their approval was sufficiently precise and given at the right timeLimitations on useWritten resolutions may not...

The Chartered Governance Institute guidance on written resolutions

The Chartered Governance Institute guidance on written resolutions This guidance, dated November 2004, produced by The Chartered Governance Institute (CGI), explains the procedure for passing written resolutions, and

View the related precedents about Written resolutions

Written resolution—completion of investment agreement—members—newco

Written resolution—completion of investment agreement—members—newco Company number: [insert number] The companies act 2006 Private company limited by SHARES Written resolutions OF [insert company name] Limited (the Company) Circulated on [insert circulation date] Pursuant to Chapter 2 of Part 13 of the Companies Act 2006 (CA 2006), the directors of the Company propose that Resolution 1 [and] [[insert number(s) of any additional proposed ordinary resolutions]] below be passed as [an] ordinary resolution[s] and that Resolutions 2 [ [and OR ,] 3 [insert number(s) of any additional proposed special resolutions]] below be passed as [a] special resolution[s]. ordinary resolution[S] 1 THAT subject to and conditional on the passage of Resolution 2, the directors are generally and unconditionally authorised, for the purpose of section 551 of the Companies Act 2006 and generally, to exercise all and any powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company to any person, at...

Records retention schedule

Records retention schedule 1 Introduction 1.1 This Record retention schedule accompanies and is incorporated into [insert organisation’s name]’s Records management policy. It sets out the time periods that different types of Business Records (as defined in the Records management policy) must be retained for business and legal purposes. [You do need not read the entire retention schedule, but rather should focus on the types of records relevant to your role.] 1.2 The retention periods in the schedule are based on business needs and legal requirements, including our obligation under data protection law not to keep personal data for longer than is necessary. Once a retention period has expired the data or record should be reviewed and destroyed if it is no longer needed. 1.3 If you maintain any types of records that are not listed in this schedule, and it is not clear from the existing record types in this schedule what retention period should apply, please contact [insert who, eg the Data Protection Officer]...

View the latest UK Parliament Acts documents on Written resolutions

1 Companies

1  Companies(1)     In the Companies Acts, unless the context otherwise requires—“company” means a company formed and registered under this Act, that is—(a)     a company so formed and registered after the commencement of this Part, or(b)     a company that immediately before the commencement of this Part— (i)     was formed and registered under the Companies Act 1985 (c 6) or the Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6)), or(ii)     was an existing company for the purposes of that Act or that Order,(which is to be

3 Limited and unlimited companies

(1)     A company is a “limited company” if the liability of its members is limited by its constitution.It may be limited by shares or limited by guarantee.(2)     If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.(3)     If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.(4)     If there is no limit on the liability