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Posted on 21st September 2023

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It is permissible for a resolution of members of a private company to be passed by a written resolution.[1] This resolution shall be proposed as a written resolution by the Board of Directors or any member of the private company.[2]

A special resolution of the members of a company means a resolution of which a notice of not less than 21 days have been given and passed by a majority of not less than 75% of such members who are entitled to vote on a written resolution.[3] If a resolution of a private company is passed as a written resolution, the resolution is not a special resolution unless it is expressly stated that it is a special resolution and passed as a special resolution.[4]

A written resolution shall be circulated to members in hard copy or electronic form[5] and accompanied by a statement informing the members as to the procedure for signifying agreement or otherwise to the agreement and the date by which the resolution shall lapse if not passed.[6]

A written resolution shall be passed when the required majority of eligible members have signified their agreement to the written resolution[7], which in the case of a special resolution, at least 75% of members would have to sign the written resolution.

[1] Companies Act 2016, s290(1)(b).

[2] Companies Act 2016, s297(1).

[3] Companies Act 2016, s292(1).

[4] Companies Act 2016, s292(2).

[5] Companies Act 2016, s300(1).

[6] Companies Act 2016, s301(2).

[7] Companies Act 2016, s306(4).

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