Company Secretarial Overview
Business entity
Shareholder meetings
Resolutions
Board Meetings and Director Duties
There are different types of resolutions:
Ordinary Resolution - where this resolution is passed if the majority vote in favour. The following ordinary resolutions must be filled with the Registrar of Companies:
- Increasing the authorised share capital
- Authorising the directors to allot shares
- Voluntarily winding up the company
- Revoking an elective resolution.
Special notice of an ordinary resolution - this is when 21 days notice is required.
Special Resolution - requires 21 days notice and at least 75% of those members entitled to vote. This resolution is required in the following circumstances:
- Alter the Articles of Association.
- Alter the object clause in the Memorandum of Association.
- Change the company name.
- Change a Ltd company to a Plc.
- Dissaply any pre-emption rights to members.
- Authorise the company to purchase any of its own shares.
- Reduce the company's share capital.
Extraordinary Resolution - fairly rare, but require 21 days notice and at least 75% of those members entitled to vote. It is needed when:
- When a company becomes insolvent.
- To grant powers to liquidators.
- To distribute assets to members.
Written Resolutions - this is a mechanism to save companies the need to hold formal meetings. Most of the Ordinary and Special Resolutions can be processed by way of a Written Resolution. This requires 100% written agreement by the members.
For more immediate Company Secretarial support go to the Company Secretarial web page.
