Special resolution notice period

What are limited company resolutions? How long is notice period for a resolution? What is the notice period for a general meeting? When is a provision of the company Act special notice required?

Give notice of a special , written or ordinary resolution Use this form to give notice of a special , written or ordinary resolution. These provisions are almost identical to those under the old law.

In the case of a company which has not yet held an annual general meeting, condition C is that a special resolution reducing the period of notice to not less than days has been passed at a general meeting. Special resolution. The notice period for a proposed ordinary or special resolution at a general meeting is days. However, where a resolution is proposed to remove a company director or auditor, days ’ notice is required. The director or auditor in question must also be informed.

For the calculation of the above mentioned time limit - both the day on which the notice is given and the day of the meeting will be excluded. The required notice period for the convening of a general meeting is days. At the meeting the director must be given opportunity to voice his representations before the vote is taken.

Each general meeting must have days notice before being called. Section 1(2) allows for short notice of meetings where all members entitled to attend and vote agree and where the auditors also agree (if appointed). A general meeting at which a special resolution is being proposed may be held without the usual notice requirement (or days – unless the company’s articles of association say otherwise). The date by which the resolution must be passe else it will lapse (days from circulation date unless stated otherwise in the company’s articles). Multiple resolutions can be specified within one written resolution circulation and document, including a mixture of ordinary and special resolutions.

How is the written resolution circulated? Yes, but it’s not the required notice for the ordinary resolution. Where no special resolution is require an ordinary resolution may be passed by shareholders with a simple majority – more than – of the votes cast. The length of notice required for an extraordinary resolution will depend on several factors, including the type of meeting to be held. They are “ special resolutions ”. The written resolution must be accompanied by this notice , and the lapse date (which will be days for virtually all companies at the moment as none will have specified something else in their articles) may lead members to delay until the end of that period.

If it is not assented to by that date, then the resolution lapses. It is one of the few decisions that cannot be taken by way of a written resolution (for private companies). Free Practical Law trial To access this resource, for a free trial of Practical Law.

A special resolution is a decision of members of a company. It requires at least of votes. Notice of the meeting stating the type of resolution proposed must be given to all members entitled to vote at least days prior to the meeting in a private company.

The company’s articles may. Shareholder Resolutions are either passed as special or ordinary resolutions. Ordinary resolutions are usually for routine company business passed with a simple majority.

In fact, using the wrong type of resolution , including using an ordinary resolution where you should be using a special resolution , can mean the resolution is invalid because you have not followed correct procedures. Changes that have been made appear in the content and are referenced with annotations. There are changes that may be brought into force at a future date.

Such a resolution can be passed in a general meeting and days’ notice of the meeting is normally required.