Part 13Resolutions and meetings
Chapter 1General provisions about resolutions
281Resolutions
(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.