Section 288: Written resolutions of private companies

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 13: Resolutions and meetings — Chapter 2: Written resolutions

In the Companies Acts a "written resolution" means a resolution of a private company proposed and passed in accordance with this Chapter.

The following may not be passed as a written resolution—

a resolution under section 168 removing a director before the expiration of his period of office;
a resolution under section 510 removing an auditor before the expiration of his term of office.

A resolution may be proposed as a written resolution—

by the directors of a private company (see section 291), or
by the members of a private company (see sections 292 to 295).

References in enactments passed or made before this Chapter comes into force to—

a resolution of a company in general meeting, or
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).

A written resolution of a private company has effect as if passed (as the case may be)—

by the company in general meeting, or
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.

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