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ACCA Applied Skills · Corporate and Business Law (Global) · Company meetings and resolutions

Delta Ltd's written resolution was circulated on 5 May. Members holding enough votes agreed by 12 May, but the resolution stated it lapsed if not passed within 28 days of circulation. When is the resolution passed?

The resolution is passed on 12 May, when the required majority of eligible members agreed. The circulation date does not pass it, the end of the lapse period only limits the time available, and filing with the registrar occurs afterwards.

  1. AOn 5 May, the date of circulation
  2. BOn 12 May, when the required majority was reachedCorrect
  3. COn 2 June, when the lapse period ends
  4. DOnly when the registrar receives a copy

Explanation

A written resolution is passed when the required majority of eligible members has signified agreement. Here that was 12 May, within the 28 days. Circulation date and filing date do not determine when it takes effect.

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