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Company Meetings and Resolutions

o I need to hold company meetings?

Private limited companies are under no statutory obligation to hold company meetings, including general meetings, annual general meetings (AGMs) or board meetings, unless specific requirements are included in the company’s articles of association. However, it can be beneficial to hold company meetings at least once or twice a year to review and make important decisions on business operations, strategies, and finances.

What is a general meeting?

A general meeting is a formal meeting of a company’s members (shareholders/guarantors). This type of meeting is usually ‘called’ (arranged) for a specific purpose, for example, to alter the articles of association, change directors’ powers, or approve substantial loans or transactions.

Some companies also choose to hold annual general meetings (AGMs), providing an opportunity for members to review and discuss the position, performance, management, and direction of the business at the end of each company financial year.

What is a board meeting?

A board meeting is simply a formal meeting of a company’s board of directors. Whilst not a statutory requirement, most companies should hold board meetings on a regular basis to enable directors to review, discuss, and make collective decisions about the business and the way in which it is being managed.

Even if you’re a sole director, board meetings will help you to monitor the performance of the company, budget more effectively, identify potential issues or opportunities, and make strategic decisions and plans about the future of the business.

Who can attend general meetings?

Company members (shareholders/guarantors) can attend general meetings, unless their share class does not carry the right to attend. Other people who are entitled to attend general meetings include proxies appointed by members who have the right to attend, corporate representatives of corporate members, directors of the company, and the company auditor.

Who can attend board meetings?

Generally, only the directors and company secretary of a company will attend board meetings. However, the Companies Act 2006 imposes very few rules on board meetings of private companies, so you can permit other relevant and interested parties to attend board meetings, unless prohibited under the provisions of the company’s articles of association.

Who can make decisions at company meetings?

At general meetings, decisions can only be made by members (or their proxies) who have the right to vote. At board meetings, decisions can only made by directors. The company’s articles of association will specify which decisions can be made by members and which ones can be made by directors. Any formal decisions made by a majority of members or directors at company meetings are referred to as ‘resolutions’.

What is a company resolution?

A company resolution is a formal decision that is made by members or directors casting votes on a proposed course of action put forward for consideration. If the majority of votes are in favour, a resolution is passed (approved) and legally binding. If the required majority of votes is not achieved, the proposed resolution is rejected.

The types of resolutions you will use in a limited company are ordinary, special, written, and board resolutions. The resolution used will depend on what action has been proposed and whether the decision is to be made by members or directors.

What’s the difference between ordinary and special resolutions?

Ordinary resolutions and special resolutions are used by the members of a company at general meetings. Ordinary resolutions only require a simple majority (over 50%) of members’ votes to be passed, whereas special resolutions can only be passed by a majority of at least 75% of members’ votes.

Generally, ordinary resolutions are used for most routine changes, such as appointing or removing a director, or altering directors’ powers. More significant changes, such as changing the articles of association or the company name, require a special resolution.

What is a written resolution?

A written resolution is a formal decision of company members or directors that is made virtually, rather than in person at a general meeting or board meeting. Written resolutions can be used for ordinary, special, and board resolutions, with circulation and voting on the proposed written resolution being carried out electronically.

Written resolutions require less administration and are especially convenient if shareholders or directors work remotely, are geographically far apart, have conflicting schedules, or a decision needs to be made quickly.

What is a board resolution?

A board resolution is a legally binding decision made by a company’s directors at a board meeting or in writing. Most board resolutions only require a simple majority vote (over 50%) to pass, but some companies alter their articles of association to specify that certain decisions require a higher majority or unanimous vote to be passed.

How do I pass company resolutions?

Company resolutions of members and directors are passed when the requisite majority of votes are cast in favour of the proposed action or decision. At general meetings and board meetings, votes are cast for or against proposed resolutions on a show of hands, but it is becoming increasingly popular to hold a poll (ballot) instead. This is particularly common in companies with a large number of shareholders. For written resolutions, polls are carried out electronically.

Do I need to keep copies of company resolutions?

By law, you must keep copies of all company resolutions passed by members or directors. When a resolution is passed at a general meeting or board meeting, it must be recorded in the minutes of the meeting. If a resolution is passed in writing, a copy of the written resolution must be kept.

You must store minutes and written resolutions at your registered office or SAIL address for a minimum period of 10 years from the date of the meeting or the date on which the resolution was passed, but it’s good practice to retain these records for the lifetime of the company.

Do I need to keep minutes of company meetings?

The Companies Act 2006 stipulates that companies must keep minutes of general meetings and board meetings. You need to retain minutes for a minimum period of 10 years from the date of the meeting. They should be stored at the registered office of the company, or an alternative inspection location (SAIL address).

Do I need to tell Companies House about company meetings and resolutions?

You do not have to tell Companies House about company meetings, but you are legally required to file copies of certain resolutions. All special resolutions must be filed at Companies House within 15 days of being passed, because they deal with extraordinary decisions or actions, such as changing the company name or articles of association.

You will also need to file copies of certain ordinary, board, or written resolutions, for example, authorising directors to issue shares, or the re-denomination of shares to a different currency.

How do I arrange general meetings and board meetings?

Rules on general meetings are defined in the Companies Act 2006. A general meeting can be arranged (‘called’) by directors or requested by members. If called by directors, at least 14 days’ notice must be given to members. If requested by members, directors must call the meeting within 21 days from the date of the request, and it must be held on a date no later than 28 days after the date of the notice calling the meeting.

There are comparatively fewer regulations governing board meetings. Under the Model articles, any director can call a board meeting, providing reasonable notice in writing. Companies can set out specific rules on board meetings in their articles of association, such as minimum notice periods and the circulation of notices.

Can I hold virtual general meetings and board meetings?

You can hold virtual general meetings and board meetings, but only if the company’s articles of association is updated to include express provisions on conducting virtual meetings by video or telephone conferencing. This type of flexibility makes it much easier to call and hold meetings in a convenient and timely manner.