Resolutions

Question 1

What is a resolution

Answer 1

Way which decision proposed & passed at GM

Question 2

Outline ordinary resolutions

Answer 2

Passed by majority of members

Required for routine business;

• appoint/ remove directors
• approve accounts
• approval of final dividends
• increase authorised share capital
• appointment of auditors

Question 3

Outline special notice with ordinary resolution

Answer 3

Special notice given intention to propose resolution to members

Inform members 28 days before meeting / not effective otherwise

If not practical company give members 13 days notice prior by advert in newspaper with appropriate circulation / manner subject to articles

Directors open to speak & vote

Question 4

Outline special resolution

Answer 4

Passed by majority / not less than 75% entitled to vote

Requires notice of meeting to specify special reso to be passed

Once passed, signed copy to companies house within 15 days / varies offshore

Used for: purchase shares, re-register company, amend articles, wind up, name change

Question 5

Outline extraordinary resolutions

Answer 5

CA06 not permit / still found in articles

Repaired majority of 75% members entitled to vote to pass

Didn’t require any special notice given

Question 6

Outline written resolutions

Answer 6

Proposed by members of Ltd

Don’t require majority to pass / must state what is proposed as prior

If passed as OR = 50%
If passed as SR= 75%

Doesn’t require meeting to be held

Kept in min book

Requirement to file with registar if special resolution

Used; remove director before expiration of their period in the office / not usual circumstances