Q&As

Can a company amend its articles so that its directors are able to pass written resolutions otherwise than unanimously?

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Published on LexisPSL on 26/10/2015

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can a company amend its articles so that its directors are able to pass written resolutions otherwise than unanimously?
  • Position under the Companies Act 2006
  • Directors' collective decision making and the model articles
  • Government consultation on model articles
  • Additional issues

Position under the Companies Act 2006

There are no provisions in the Companies Act 2006 (CA 2006) which prohibit the directors from passing written resolutions otherwise than unanimously. While the CA 2006 contains provisions about (among other things) the appointment, removal and general duties of, and transactions with, directors, it does not prescribe any decision-making procedure (ie, for meetings or written resolutions) to be followed by the directors. Instead, procedures for making decisions will be set out in the company’s articles of association and/or any shareholders’ (or other) agreement. For further details about a company’s articles, see Practice Note: A company’s constitution.

Directors' collective decision making and the model articles

Directors are expected to act collectively. Formal procedural rules do not have to be followed if their decision is unanimous, but in other circumstances the requirements are the same as for meetings of members, that is, due notice must be given, a quorum must be present and voting must be conducted in an orderly manner. The company's articles will usually provide detailed regulations for this purpose.

The model articles for both private companies limited by shares and public companies limited by shares provide that the directors may make decisions by way of written resolution where all eligible directors, ie those who would have been entitled to vote on the matter had it been proposed as a resolution at

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