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Alex J.
Alex J., Solicitor
Category: Law
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Experience:  Solicitors 2 years plus PQE
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My company was incorporated in 2000. Our articles of association

Customer Question

My company was incorporated in 2000. Our articles of association are the 1985 regulations. How do we pass a written resolution of the directors (there are two of us)
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.
Alex J. :

Hi,

Alex J. :


Thank you for your question and welcome. My my name is ***** ***** I will assist you.

Alex J. :

Do the articles say anywhere that the company is forbidden from circulating written resolutions?

Alex J. :

How many shareholders are there?

JACUSTOMER-tldlfsii- :

there are four shareholders

JACUSTOMER-tldlfsii- :

2 / 4 are directors

JACUSTOMER-tldlfsii- :

doesn't say that written resolutiosn can't be passed

Alex J. :

Hi, Thank you. Is the proposed resolution needed to remove a director or auditors?

JACUSTOMER-tldlfsii- :

it's a resolution to enter into a sale contract for a property

Alex J. :

Hi, Thank you. Directors are entitled to circulate written resolutions under S.291 of the Companies Act 2006.

Alex J. :

The resolution should say:

Alex J. :

1. Company name;

Alex J. :

2. Company Number

Alex J. :

3. Registered Office;

Alex J. :

4. State it is a written resolution;

Alex J. :

5. Have a circulation date;

Alex J. :

6. And an expiry date;

Alex J. :

7. It must also explain how the members accept i.e by signing and dating it before the expiry date;

JACUSTOMER-tldlfsii- :

thank you Alex

Alex J. :

8. It must also say that if the members do not accept the resolution they need

Alex J. :

to take no action

Alex J. :

9. The expiry dat must be 28 days from the date of the circulation;

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