Written resolution is a document where signatures are collected so that a resolution or declaration can be reached. Written resolutions are regular records of deliberative or organized bodies. There are also other matters of public business which require to be written.
A written resolution may be used whenever resolution would otherwise be required, for instance special, extraordinary, elective ordinary or ordinary requiring special notice. Most frequently it is used in companies where general meetings are organized the aim of which is to make the right decision on various matters.
If all of the members of a company who have the right to attend and vote at a general meeting come to an agreement to which a general meeting of the company consents then the assent they have given is binding the way a resolution passed at a general meeting would be. A written resolution can be passed by a private company notwithstanding any provision of the articles of the memorandum. Written resolution must be recorded by the company in the same way as the minutes of a general meeting.
Types of written resolution
We distinguish types of resolutions such as:
- Resolutions - this section provides that members' resolutions can only be passed in accordance with the provision of this part there is no equivalent in the current legislation. This section provided this members resolutions can only be passed in accordance with the provision of this part there is no equivalent in the current legislation. It allows a private company to pass a resolution either as a written resolution or at a members meeting.
- Ordinary resolution- this section provides a definition of an ordinary resolution whether of the members generally or of the class of the members and whether as a written resolution or as a resolution passed at a meeting.
- Special resolution- this can be defined as a special resolution whether of the members generally or of a class of the members and whether as a written resolution or as a resolution passed at a meeting. If a resolution is proposed as a special resolution it is necessary to say so either in the written resolution text or in the meeting notice. If a resolution is proposed as a special, it can only be passed as such.
Directors acting through a written resolution
Written resolutions are generally used where it is logistically more convenient to pass a written resolution to all directors rather than convene a directors' meeting. The resolution in writing is signed by all the directors of a company or by all the members of a committee who are at the time entitled to receive a notice about a meeting of the directors or when one or more of the directors is not in line of the company constitution.
- K.Abbot 2012,p.460
- I.Maclntyre 2010,p.547
- N.N. Bogolubov 2011, p.80
- J.Cox 2015, p.41
- Abbot K.,(2012). Cangage Learning EMEA , "Business Law".
- Bogolubov N.N., (2011). Books on Demand , "Explanatory notes to the companies act".
- Cox J., (2015). Oxford University Press,"Business Law".
- Maclntyre J.,(2010). Pearson Education , "Business Law".
Author: Patrycja Bajda