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

Zenith Ltd, a private company, has three shareholders. The directors propose to pass an ordinary resolution without holding a meeting. Which statement about using a written resolution is correct under the general company law approach tested in ACCA LW (Global)?

A private company can pass most resolutions by written resolution instead of holding a general meeting. The same voting majorities apply as at a meeting, so unanimity is not needed, and the procedure is not available to public companies.

  1. AA private company may pass a written resolution instead of holding a general meeting, for most mattersCorrect
  2. BA written resolution can only be used by a public company
  3. CA written resolution must always be passed unanimously by all shareholders
  4. DA written resolution is only valid if the company's auditor attends a meeting to approve it

Explanation

Private companies may use written resolutions as an alternative to a general meeting for most matters. Unanimity is not required; the usual majority (a simple majority for ordinary, 75% for special) applies. Option B is wrong because the procedure is aimed at private companies, not public ones.

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