Part 13 Resolutions and Meetings (ss 281-361)
Part 13 Resolutions and Meetings (ss 281-361)
Companies Act 2006 | Legislation

281 Resolutions

(1)     A resolution of the members (or of a class of members) of a private company must be passed—

(a)     as a written resolution in accordance with Chapter 2, or

(b)     at a meeting of the members (to which the provisions of Chapter 3 apply).

(2)     A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).

(3)     Where a provision of the Companies Acts—

(a)     requires a resolution of a company, or of the members (or a class of members) of a company, and

(b)     does not specify what kind of resolution is required,

what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity).

(4)     Nothing in this Part affects any enactment or rule of law as to—

(a)     things done otherwise than by passing a resolution,

(b)     circumstances in which a resolution is or is not treated as having been passed, or

(c)     cases in which a person is precluded from alleging that a resolution has not been duly passed.


282 Ordinary resolutions

(1)     An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.

(2)     A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members (see Chapter 2).

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