A ‘resolution’ is a decision or an expression of opinion or intention that is presented and resolved at formal general meetings of members and formal board meetings of Directors. A resolution can also be the proposal submitted to convene such a meeting. A resolution can, however, be passed without any actual meeting of members and directors as the case may be, if the Articles of Association of the Company provides for:
Resolutions that have been recorded in the minute book are often referred to as ‘minutes’.
Resolution in Writing
It is quite common for a Company's Articles of Association to provide an article that allows Director’s Resolutions to be passed without an actual meeting being held, such as:
“A resolution in writing signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened). In addition to hard copies, resolutions in writing can be passed via electronic channels such as email and facsimile.”
We include below a sample format of a resolution in writing for Change of Company Secretary (fictitious names are used for illustrative purpose):
Depending on the Company’s Memorandum and Articles of Association, Directors’ Resolutions either require a simple majority of votes to secure the adoption, or approval by all of the Directors.
There are two types of Members’ Resolutions:
An Ordinary Resolution is applicable for the transaction of all kinds of business except for specific business transactions that the Companies Act or the Articles of Association requires a special resolution/resolution with special majority. An Ordinary Resolution can be passed by a simple majority of members voting on a show of hands or by poll. The “majority” referred to is the majority of those voting – not the majority of members (and/or proxies) attending the meeting, as attendees can elect to abstain from voting.
The following resolutions must be passed by a special majority of not less than three quarters of such members of the company/proxies entitled to vote:
A Special Resolution is a resolution that must be passed by a majority of not less than three quarters of such members entitled to vote either in person, or where proxies are allowed, by proxy at a general meeting. (The majority is derived from the total of people who vote - those who choose to attend the meeting but do not vote on the resolution are not counted.) The resolution will only be effective if not less than 21 days notice is given to the Company, and 14 days given to the members, specifying the intention to propose the resolution as a special resolution. The business transactions listed below require a Special Resolution:
Resolutions Requiring Special Notice
The Companies Act requires that special notice must be given to convene a meeting for the following resolutions:
The resolution shall not be effective unless notice of the intention to pass the resolution has been given to the Company not less than 28 days before the date of the meeting, and the Company shall give its members notice of the resolution and meeting at the same time (or not less than 14 days if the Articles permit).
Every company must hold a general meeting in each calendar year as its annual general meeting. The first AGM may be held within 18 months of incorporation, and subsequently, not more than 15 months can lapse between each AGM.
An EGM may be convened at any time for the transaction of special business which requires resolution/action before the next AGM. The business transacted at an EGM is conducted, and restricted, according to the agenda as set out in the notice convening the meeting.
The Directors of a company are the convening authority for an EGM, however members holding not less than 10% of the paid-up capital, who carry voting rights, may at any time lodge a requisition requiring the directors to convene an EGM for the purposes stated in the requisition.
Notice of Meetings
The minimum period of notice for holding a meeting is fourteen (14) days, however the period can be extended (thought not reduced) via the articles of a company. Agreements to short notice can be effected if members present at the meeting have given their consent and agreed to accept shorter notice.
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