Member resolutions


Published by a UUÂãÁÄÖ±²¥ Corporate expert
Practice notes
In-house

Member resolutions


Published by a UUÂãÁÄÖ±²¥ Corporate expert

Practice notes
In-house
imgtext

The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital, or for the company to carry out certain actions, such as entering into a substantial property transaction with a director or making a political donation. In this way, the Companies Act 2006 (CA 2006) safeguards the interests of the members (the owners of the company) by ensuring that the directors (the management of the company) seek the members' authorisation before making such changes and actions.

The members of a company will give their agreement or authorisation by passing what is known as a ‘member resolution', though more typically referred to as a ‘shareholder resolution’. This is because most companies are limited by shares, but because some are limited by guarantee the correct term that encompasses both types is ‘member’ (see Q&A: What is the difference between a member and a shareholder?).

The statutory provisions regarding member resolutions are contained in CA 2006, Pt 13.

There are two main types of resolution: 'ordinary'

Powered by Lexis+®
Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Resolution definition
What does Resolution mean?

A proposal put forward to be decided upon at a meeting of the board of directors or of the shareholders of a company in general meeting. See also ordinary resolution, special resolution and written resolution.

Read more

Popular documents

The Duomatic principle

The Duomatic principleThe principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may be validly passed:•by use of the statutory written resolution procedure (for private companies only and subject to specified

Do abstentions ever count as a vote against?

Do abstentions ever count as a vote against?Whether or not an abstention would be included in the total votes from which a given majority was required may depend upon the wording of the entity’s constitution or articles of association. It may also depend on whether the vote is by a show of hands or

Member resolutions

Member resolutionsThe agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital, or for the company to carry out certain actions, such as entering into a substantial property transaction with a director or making

Appointing a proxy

Appointing a proxyA member’s right to appoint a proxy is governed by the Companies Act 2006 (CA 2006). In addition to the statutory provisions, companies are entitled to confer more extensive rights in relation to the appointment of proxies in their articles of association.A traded company has to