Company Formation Specialists

Private Companies and the passing of resolutions

Private companies can pass resolutions:

• by a written resolution, which they must circulate to every eligible member electronically or by hard copy, or
• by taking a vote at a meeting of members.

The Companies Act 2006 has the effect that private companies no longer have to hold Annual General Meetings (AGMs). New provisions regarding written resolutions enable private companies to dispense with general meetings altogether, except for two limited purposes (see below).

Written resolutions and private companies

Private companies can pass almost all resolutions as written resolutions, e.g. a resolution that has been circulated, either on paper or electronically, to the members without the need for a meeting. Exceptions to this are:

• a resolution to remove a director: and
• a resolution to remove an auditor.

These resolutions need to be passed at a general meeting.

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