Part 13Resolutions and meetings
Chapter 2Written resolutions
General provisions about written resolutions
288Written resolutions of private companies
(1)
In the Companies Acts a “written resolution” means a resolution of a private company proposed and passed in accordance with this Chapter.
(2)
The following may not be passed as a written resolution—
(a)
a resolution under section 168 removing a director before the expiration of his period of office;
(b)
a resolution under section 510 removing an auditor before the expiration of his term of office.
(3)
A resolution may be proposed as a written resolution—
(a)
by the directors of a private company (see section 291), or
(b)
by the members of a private company (see sections 292 to 295).
(4)
References in enactments passed or made before this Chapter comes into force to—
(a)
a resolution of a company in general meeting, or
(b)
a resolution of a meeting of a class of members of the company,
have effect as if they included references to a written resolution of the members, or of a class of members, of a private company (as appropriate).
(5)
A written resolution of a private company has effect as if passed (as the case may be)—
(a)
by the company in general meeting, or
(b)
by a meeting of a class of members of the company,
and references in enactments passed or made before this section comes into force to a meeting at which a resolution is passed or to members voting in favour of a resolution shall be construed accordingly.