Some text in this preview is hidden by ■ to prevent copying
Highlighted text indicates that you need to enter information. Our guidance notes will help you with the editing.
£5.99
This Written Resolution to Adopt New Articles of Association template shall be used where a company decides to adopt new Articles of Association.
In order for a company to adopt new Articles of Association it must pass a Special Resolution. Thus, this Written Resolution to Adopt New Articles of Association can be used where a company decides to pass a Special Resolution to adopt new Articles of Association as a written resolution instead of holding a meeting of members. When a resolution of a private company is to be passed as a Written Special Resolution, it must be stated that it was proposed as a Special Resolution and at least 75% of the eligible members of the company must agree to a Special Resolution before it can be passed.
The Companies Act 2006 introduced changes in relation to Written Resolutions. Under the Companies Act 2006 private companies can pass all resolutions as Written Resolutions except for two limited purposes that must be passed at a general meeting:
A resolution can be proposed as a Written Resolution by the directors or by the members. If a Written Resolution has been proposed then the company must send the Written Resolution to every eligible member of the company and it can be circulated and agreed to electronically or by hard copy.
The circulation date of a Written Resolution is the date on which the first copy or copies of the resolution are sent to the members.
The Written Resolution must be accompanied by a statement informing the member how to signify agreement to the resolution and the date by which the resolution must be passed if it is not to lapse. A member signifies his agreement to a proposed written resolution when the company receives from him or from someone acting on his behalf an authenticated document identifying the resolution to which it relates, and indicating his agreement to the resolution. The authenticated document must be sent to the company in hard copy form or in electronic form. A member's agreement to a written resolution, once signified, may not be revoked. A written resolution is passed when the required majority of eligible members have signified their agreement to it. A Written Special Resolution is passed by 75% majority of the eligible members of the company agreeing to it.
A proposed Written Resolution lapses if it is not passed before the end of the period specified in the company’s articles. If period is not specified in the company’s articles then it is 28 days beginning with the circulation date. The agreement of a member to a Written Resolution is ineffective if signified after the expiry of that period.
A provision of the articles of a private company is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be proposed and passed as a Written Resolution.
This Written Resolution to Adopt New Articles of Association template is in Microsoft Word format, written in plain English easy to use and edit.
£59.99
With our Check My Template Service, a lawyer will check over your edited document to ensure the information you added is correct and the document is complete, legally binding and will achieve your goals. We will also check that your use of defined terms is correct and consistent and correct spelling mistakes, so that you can be confident that your edited document template is ready for signature.
What You Get:
Detailed assessment of your edited document template
We answer all questions you might have relating to your document template
Check that your use of defined terms is correct and consistent
Correct spelling mistakes
Ensuring your document template is ready to sign
How It Works:
Edit your document template as fully as possible
Send the document to us - either by uploading it through our website or by e-mailing it to info@thelegalstop.co.uk
We will get in touch with you if we need more information
We return your reviewed document ready to sign within 2 working days
You can use the phone number or contact form below to get in touch with us.
+44 (0) 208 870 5522
If we currently don’t have the template you need we can always draft it for you at no extra cost & 100% money back guaranteed, simply send us a no obligation request by filling in the form below.
We aim for a 7 day turnaround - you will receive an email notification when your template is ready for download from our website.
