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Is a special resolution still valid if not filed at Companies House?

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Published by a LexisNexis Corporate expert
Published on: 09 March 2017
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Sections 29–30 of the Companies Act 2006 (CA 2006) require all special resolutions to be filed with the Registrar within 15 days. Failure to do so will therefore trigger potential criminal liability for the company and all officers, as well as potential claims from aggrieved stakeholders.

However as to the question of whether the resolution remains valid, the tentative answer, depending on what the

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Jurisdiction(s):
United Kingdom
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Key definition:
Special resolution definition
What does Special resolution mean?

CA 2006 specifies certain matters which must be effected by special resolution of the company where the relevant threshold for effecting a matter is 75%. Where CA 2006 states that something must be done by passing a resolution but does not specify what type of resolution, an ordinary resolution will be adequate. See further: Special resolutions and other resolutions requiring 75% member approval under the Companies Act 2006—checklist.

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