Section 281 Resolutions

(1)

A resolution of the members (or of a class of members) of a private company must be passed—

(a)

as a written resolution in accordance with Chapter 2, or

(b)

at a meeting of the members (to which the provisions of Chapter 3 apply).

(2)

A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).

(3)

Where a provision of the Companies Acts—

(a)

requires a resolution of a company, or of the members (or a class of members) of a company, and

(b)

does not specify what kind of resolution is required,

what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity).

(4)

Nothing in this Part affects any enactment or rule of law as to—

(a)

things done otherwise than by passing a resolution,

(b)

circumstances in which a resolution is or is not treated as having been passed, or

(c)

cases in which a person is precluded from alleging that a resolution has not been duly passed.

Notes on Part 13

Modifications

C1: Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
C2: Pt. 13 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 4
C3: Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2