Resolution

A binding decision made by the members of a company, either via voting at a general meeting or by unanimous informal consent, as recognized under UK company law and stipulated in the Companies Act or company articles.

A resolution is a formalized decision or expression of intent made by the members or directors of a company. It becomes binding once the necessary voting majority approves it at a general meeting or by unanimous informal consent. Different types of resolutions carry varying requirements, and these are often mandated by company law or the company’s internal governing documents.

Examples of Resolutions

  1. Ordinary Resolution: Utilized for routine matters such as approving annual accounts or appointing directors, requiring a simple majority (over 50%).

  2. Special Resolution: Necessary for significant changes to the company’s structure, like amending the articles of association, requiring a 75% majority.

  3. Extraordinary Resolution: Less common, often associated with the approval of voluntary winding up of the company, also requiring a 75% majority.

  4. Written Resolution: Used to pass resolutions without holding a meeting, provided all members consent in writing.

Frequently Asked Questions (FAQs)

1. What is a General Meeting in the context of resolutions? A General Meeting refers to an assembly of a company’s shareholders, where resolutions can be proposed and voted upon. It can be an Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM).

2. What happens if a resolution does not receive the required majority? If the resolution does not achieve the necessary majority, it fails to pass and will not be executed. The status quo remains unchanged.

3. Can resolutions be passed without a meeting? Yes, resolutions can be passed without a meeting through a written resolution, provided all members agree in writing.

4. What is the difference between an ordinary resolution and a special resolution? An ordinary resolution requires a simple majority (over 50%) for approval, while a special resolution requires a 75% majority and is typically used for significant changes to the company’s governing documents or structure.

5. Are resolutions binding? Yes, once a resolution is passed, it becomes binding and must be adhered to by the company and its members.

  • Special Resolution: A resolution that requires a 75% majority to pass, often used for significant changes in the company’s articles.
  • Extraordinary Resolution: Similar to special resolutions and typically used for extraordinary circumstances such as voluntary winding up of the company.
  • Ordinary Resolution: Requires a simple majority to pass, used for routine company matters.
  • Written Resolution: Allows members to pass resolutions without holding a physical meeting, with unanimous written consent.

Online References

Suggested Books for Further Studies

  • “Company Law” by Alan Dignam and John Lowry: A comprehensive guide to the principles of company law.
  • “Gower’s Principles of Modern Company Law” by Paul L. Davies: Detailed exploration of company law and practice.
  • “Smith and Keenan’s Company Law” by Charles Wild and Stuart Weinstein: A textbook providing an in-depth overview of company law, including resolutions.

Accounting Basics: “Resolution” Fundamentals Quiz

### What is a resolution in the context of corporate governance? - [x] A binding decision made by the members of a company. - [ ] A financial statement prepared annually. - [ ] A legal contract with employees. - [ ] An informal meeting between directors. > **Explanation:** A resolution is a binding decision made by the members or directors of a company, often through voting at a general meeting or by written consent. ### Which resolution requires a simple majority to pass? - [x] Ordinary Resolution - [ ] Special Resolution - [ ] Extraordinary Resolution - [ ] Written Resolution > **Explanation:** An ordinary resolution requires a simple majority (over 50%) to pass, typically used for routine company matters. ### Which resolution typically requires a 75% majority? - [ ] Ordinary Resolution - [x] Special Resolution - [x] Extraordinary Resolution - [ ] Written Resolution > **Explanation:** Both special and extraordinary resolutions typically require a 75% majority to pass, used for significant changes or extraordinary circumstances. ### Can resolutions be passed without holding a meeting? - [x] Yes, through a written resolution - [ ] No, a physical meeting is always required - [ ] Only with a legal mandate - [ ] Only for ordinary resolutions > **Explanation:** Resolutions can be passed without holding a meeting through a written resolution, provided all members agree in writing. ### What is an Annual General Meeting (AGM)? - [x] A yearly meeting of shareholders to discuss company affairs and vote on resolutions - [ ] A quarterly financial review by directors - [ ] A compliance check by auditors - [ ] A meeting to announce annual bonuses > **Explanation:** An Annual General Meeting (AGM) is a yearly gathering of shareholders where company performance is reviewed, and resolutions can be proposed and voted on. ### What role does the Companies Act play in resolutions? - [x] It prescribes the types of resolutions and their requirements - [ ] It sets the annual financial targets for companies - [ ] It regulates employee contracts and benefits - [ ] It monitors environmental policies > **Explanation:** The Companies Act prescribes the rules and requirements for different types of resolutions, ensuring legal compliance and governance. ### What percentage vote is required for a special resolution to be passed? - [ ] 50% - [x] 75% - [ ] 66% - [ ] 100% > **Explanation:** A special resolution requires a 75% majority vote to be passed, used for significant changes in the company's articles or structure. ### Can an ordinary resolution be used to change the company's articles of association? - [ ] Yes, always - [ ] No, never - [x] No, a special resolution is required - [ ] Only under extraordinary circumstances > **Explanation:** Changing the company's articles of association requires a special resolution, which mandates a 75% majority. ### What is usually discussed and resolved at an EGM (Extraordinary General Meeting)? - [x] Specific urgent or extraordinary matters that cannot wait until the AGM - [ ] Routine annual financial matters - [ ] Staff performance reviews - [ ] Marketing strategies > **Explanation:** An EGM is typically convened to address urgent or extraordinary matters that need to be resolved before the next AGM. ### How is a written resolution approved? - [ ] By a simple majority vote - [ ] By a show of hands - [ ] By secret ballot - [x] By unanimous written consent of all members > **Explanation:** A written resolution requires the unanimous written consent of all members to be approved, allowing resolutions to pass without a meeting.

Thank you for diving into the intricacies of company resolutions with us. Whether tackling everyday decisions or significant transformations, understanding resolutions is crucial for effective corporate governance!


Tuesday, August 6, 2024

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