Resolutions and Meetings

Meeting not held
A Private Company Limited by Shares registered under Part 2 of the Companies Act 2014 (LTD company), does not need to hold an AGM where all the members entitled to attend and vote at such general meeting, sign, before the latest date for the holding of that meeting, a written resolution.

The written resolution must

• acknowledge receipt of the financial statements that would have been laid before the meeting,
• resolve all such matters as would have been resolved at the AGM and also
• confirm no change is proposed in the appointment of the person (if any) who, at the date of the resolution, stands appointed as statutory auditor of the company.

All other company types, whether Public Limited Companies, Designated Activity Companies, Unlimited Companies or Companies Limited by Guarantee, must hold an AGM where they have 2 or more members.

An Annual General Meeting can held outside the State where there is unanimous agreement, otherwise, there is a duty to make necessary arrangements to ensure that members can by technological means participate in such a meeting without leaving the State. The business that must be included at an AGM is set out in Section 186.

The business of the annual general meeting shall include:

• the consideration of the company’s statutory financial statements and the report of the directors and, unless the company is entitled to and has availed itself of the audit exemption under section 360 or 365, the report of the statutory auditors on those statements and that report;
• the review by the members of the company’s affairs;
• save where the company’s constitution provides otherwise
  ○ the declaration of a dividend (if any) of an amount not exceeding the amount recommended by the directors; and
  ○ the authorisation of the directors to approve the remuneration of the statutory auditors (if any);
• where the company’s constitution so provides, the election and re-election of directors;
• save where the company is entitled to and has availed itself of the audit exemption, the appointment or re-appointment of statutory auditors; and
• where the company’s constitution so provides, the remuneration of the directors.

All general meetings, other than an AGM, are deemed to be Extraordinary General Meetings. Notice must be given of each general meeting to every member, director, and the secretary of the company as well as the personal representative of a deceased member. If an auditor is appointed, they would receive notice too.

Each general meeting must have 7 days notice before being called. However, an AGM or a meeting at which a special resolution is to be passed must have 21 days notice. Section 181(2) allows for short notice of meetings where all members entitled to attend, and vote agree and where the auditors also agree (if appointed).

A quorum can consist of 2 people under section 182 unless its constitution states otherwise or where the company is a single member company. Section 183 of the Act deals with proxies and section 184 sets out the form of proxy. These sections replace several of the areas in Table A of the Schedule to the previous Companies Acts 1963-2013.

A special resolution requires 75% majority of the votes cast by the members entitled to vote. Form G1 is used for the submission of a special resolution. An ordinary resolution is defined in this Act (section 191) and means a resolution passed by a simple majority of the votes cast by the members, entitled to vote, to be voted in person or by proxy at a general meeting of the company. Form G2 is used for the submission of an ordinary resolution.

Written resolutions
A written resolution under the 2014 Act can be either a special or an ordinary resolution. Please see sections 193 and 194. A unanimous written resolution is one in writing, signed by all the members of a company that are for the time being entitled to attend and vote. Previously, under the old Companies Acts, this written resolution could only be used where the company’s articles provided for it.
However, in the 2014 Act, this applies to all LTD companies (private company limited by shares under Part 2 of the new Act).

A majority written resolution

• includes either an ordinary or a special resolution and the requirements vary according to the requisite majority.
• A majority written resolution takes effect later than an unanimously passed written resolution.
• A majority written ordinary resolution takes effect seven days after the last signature, a majority written special resolution takes effect 21 days after the final signature unless members waive that right under section 194(10) or resolution specifies certain date.
• A majority written resolution cannot be used by Public Limited Companies (PLC), by Companies Limited by Guarantee (CLG) or by Unlimited Companies (ULC/PUC/PULC).
• A resolution to remove an auditor or director cannot be passed by unanimous/majority written resolution.
• In a majority written ordinary resolution, the requisite majority of members means a member or members who alone or together, at the time of the signing of the resolution concerned, represent more than 50 percent of the total votal rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company.
• In a majority written special resolution, the requisite majority of members means a member or members who alone or together, at the time of the signing of the resolution concerned, represent more than 75 percent of the total votal rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company.
• The resolution can consist of several documents in like form each signed by one or more members.

A single member company is simply a company that has a sole member. All powers exercisable by a company in general meeting are exercisable by the sole member without the need to hold a general meeting. This does not apply however to the power to remove an auditor. The resolution would then be submitted to the CRO within 15 days.

A copy of a special resolution is required under section 198 Companies Act 2014 to be submitted to the CRO within 15 days of the passing. Form G1 is used for this purpose.

Resolutions that need to be submitted include:

• Resolutions that are required by the 2014 Companies Act or a company’s constitution to be special resolutions;
• Resolution which would have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;
• Resolutions or agreements which have been agreed to by all members of some class of shareholder but which if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholder though not agreed to by all those members;
• resolutions increasing or decreasing the authorised share capital (if any) of a company
• resolutions conferring authority for the allotment of shares
• resolutions that a company be voluntarily wound up
• resolutions attaching rights or restrictions to any share
• resolutions varying any such right or restriction to a share
• resolutions classifying any unclassified share
• resolutions converting shares of one class into shares of another class
• resolutions converting share capital into stock and resolutions converting stock into share capital

Records must be maintained by the company. Sections 213 to 218 of the Companies Act 2014 deal with the form of the registers and the need to maintain them. Notice is required to be sent to the CRO where a company does not maintain registers at its registered office and where it changes the place where the registers are kept. Form B3 is used for this purpose.