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Written Resolution to Amend Articles of Association


This Written Resolution to Amend Articles of Association shall be used where a company decides to pass a special resolution to amend the 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.

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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: a resolution to remove a director and a resolution to remove an auditor before his term of office has expired, they 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, instead a Written Ordinary Resolution is passed by simple majority of the eligible members.

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.

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