Section 288 Written resolutions of private companiesI1

(1)

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

(2)

The following may not be passed as a written resolution—

(a)

a resolution under section 168 removing a director before the expiration of his period of office;

(b)

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

(3)

A resolution may be proposed as a written resolution—

(a)

by the directors of a private company (see section 291), or

(b)

by the members of a private company (see sections 292 to 295).

(4)

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

(a)

a resolution of a company in general meeting, or

(b)

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).

(5)

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

(a)

by the company in general meeting, or

(b)

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.

Annotations

Commencement

I1: S. 288 wholly in force at 1.10.2007; s. 288 not in force at Royal Assent see s. 1300; s. 288 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)

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