The Duomatic principle
Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB)

The following Corporate practice note produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) provides comprehensive and up to date legal information covering:

  • The Duomatic principle
  • The principle defined
  • Requirements for the principle to apply
  • The scope of the principle
  • Directors’ service contracts
  • Approving revisions to a company’s articles
  • Share buybacks
  • Share transfers
  • Substantial property transactions
  • Ostensible authority
  • More...

The Duomatic principle

The principle defined

Company 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:

  1. by use of the statutory written resolution procedure (for private companies only and subject to specified exceptions) (see Practice Note: Written resolutions for further details on this process)

  2. at a meeting of the members of the company duly convened and conducted in accordance with any requirements under the Companies Act 2006 (CA 2006) or the company's articles of association (see Practice Note: Shareholder resolutions for further information)

  3. in the circumstances where it applies, pursuant to the Duomatic principle

The Duomatic principle was defined in Re Duomatic Ltd as:

'...where it can be shown that all shareholders who have a right to attend and vote at a general meeting of the company assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general would be.'

It has subsequently been restated as:

'The essence of the Duomatic principle, as I see it, is that [certain formalities] can be avoided if all members of the group [being the persons entitled to vote on the particular matter], being aware of the relevant facts, either give their approval to that course, or so conduct themselves as to make it

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