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

Lemar Co is a private company with three members. They all wish to pass an ordinary resolution without holding a meeting. Which approach is generally available for a private company?

A private company can pass a resolution by written resolution circulated to eligible members, with no meeting. It needs the same majority as at a meeting, so a simple majority for an ordinary resolution, not unanimity, and directors cannot replace the members' decision.

  1. AA written resolution circulated to eligible members and passed by the required majorityCorrect
  2. BIt is impossible, as all resolutions must be passed at a physical meeting
  3. CA written resolution, but only if all members sign it unanimously
  4. DA resolution of the directors in place of the members

Explanation

Private companies can usually use written resolutions instead of meetings, and these pass by the same majority as at a meeting (simple majority for ordinary, 75% for special). Unanimity is not required. Directors cannot substitute for members on matters reserved to members.

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