Part 13

Resolutions and meetings
Chapter 2

Written resolutions

Circulation of written resolutions

Members' power to require circulation of written resolution
292
1
The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
2
Any resolution may properly be moved as a written resolution unless—
a
it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),
b
it is defamatory of any person, or
c
it is frivolous or vexatious.
3
Where the members require a company to circulate a resolution they may require the company to circulate with it a statement of not more than 1,000 words on the subject matter of the resolution.
4
A company is required to circulate the resolution and any accompanying statement once it has received requests that it do so from members representing not less than the requisite percentage of the total voting rights of all members entitled to vote on the resolution.
5
The “requisite percentage” is 5% or such lower percentage as is specified for this purpose in the company's articles.
6
A request—
a
may be in hard copy form or in electronic form,
b
must identify the resolution and any accompanying statement, and
c
must be authenticated by the person or persons making it.
S. 292 wholly in force at 1.10.2007; s. 292 not in force at Royal Assent see s. 1300; s. 292 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Pt. 13 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 4