Main Menu
- Other links
- Sections
- About
This snapshot taken on 05/02/2008, shows web content selected for preservation by The National Archives. External links, forms and search boxes may not work in archived websites.
Part 13 of the Companies Act 2006 implements two general changes:
• it makes the current “elective” regime the default for private companies (for example, private companies will no longer need to “elect” to dispense with the Annual General Meeting (AGM): they will not be required to hold AGMs);
• it introduces new – simpler - procedures for decisions to be taken by written resolution by private companies. (There are additional requirements for public and quoted companies).
There is a common law duty on the chairman to demand a poll on a vote if he considers that the outcome would be different from that reached on a show of hands. Many companies – particularly quoted companies – count all votes on a poll as a matter of practice. An appropriate requirement is usually set out in their articles. Some companies still allow meeting participants – whether members attending in person or by proxy – to demonstrate their feelings on a resolution through a show of hands. But that does not affect the count of the vote which is taken on a poll.
The Fifth Commencement Order includes a saving provision (Schedule 5, paragraph 2(5)) for the Chairman’s casting vote to allow those companies who previously had such a provision in their articles to continue with it. The saving also allows companies who have removed such a provision since 1 October 2007 to revert to it, should they wish to.
The chairman's casting vote is abolished. It is important to remember that this abolition applies to company meetings, not directors' meetings, where casting votes are still allowed. Companies requiring guidance on taking decisions at company meetings should seek legal advice.
It has not been abolished. The Act brings the law up to date with current practice, recognizing that many small private companies do not hold an AGM. This does not mean that private companies cannot hold AGMs; just that the Bill does not provide for a statutory regime.
Yes. These sections have the effect of making void an ordinary resolution passed at a company meeting by use of a casting vote of the chairman.
Under case law, apart from minor grammatical corrections or clerical errors, the text of the resolution cannot be changed. This is an important distinction between special resolutions and ordinary resolutions.
The Institute of Chartered Secretaries and Administrators is coordinating work to develop guidance for new working practices under the Act. We will consider whether any legislative changes need to be made in due course.
Members must make their request up to one week after the meeting at which the poll is taken.
First, there is a right to attend the meeting at which the poll or polls may be taken. Second, there is a right to be provided with information relating to the meeting. Independent assessors can exercise these rights only to the extent they consider necessary for the preparation of his report.
No. The draft Model articles for private companies which were published last year did not include provisions relating to AGMs in order to keep them as straightforward as possible.
No, where a record of a resolution is kept – whether a written resolution or otherwise – which purports to be signed by a director or company secretary, such record will suffice as evidence of the passing of the resolution. However, there is neither a requirement for the company to obtain a signature and keep such a record, nor to keep every copy of the resolution if signed by the members.
All companies must maintain records comprising: copies of all resolutions passed otherwise than at general meeting (which includes all written resolutions) and minutes of all proceedings of general meetings. There is a penalty on every officer in default of non-compliance.