Special resolution

Public companies cannot pass ANY resolution as a written resolution!

Written resolutions are available to private companies only

OK?

Since relatively recently, there are now only two types of resolution that companies need to pass (in differing situations)

Special and Ordinary (there used to be a third type, but that is no longer available and I’m not going to tell you what it was!)

The Ordinary resolution has two forms – there are (very) Ordinary resolutions and there are Ordinary resolutions that require Special Notice (fully explained in the free course notes)

Private companies are able to pass ANY type of resolution in writing, but public companies cannot

In addition, if a private company wishes to pass an Ordinary resolution in writing (rather than at a meeting of shareholders) the auditors (if any auditors have been appointed) must give their prior consent if the resolution is an Ordinary resolution that requires Special Notice … but since private companies do not need to have auditors, I cannot foresee that this will be a major hurdle in the administration of private companies

Of course, private companies MAY appoint auditors if they wish, but I imagine that that will be a rare occurrence

So, back to your post! YES of course public companies can pass Special resolutions and MUST do in those situations where the law requires that the members’ approval for the directors’ / company’s actions is by the passing of a special resolution in a general meeting of the shareholders

OK?

You’re welcome!