July 16, 2019
The business of the company is often required to be documented by way of resolution. Such a resolution is just a formal name for a decision made at a meeting of a company (AGM or EGM) and a written resolution formally outlines the decision made by the members at that company meeting.
Special Resolutions and Ordinary Resolutions are governed by Sections 191-198 of the Companies Act 2014.
We at, John M Shanahan & Co, Chartered Accountants, Tullamore, Co Offaly have taken a look at the requirements which are necessary to maintain such records and when its appropriate to use them.
A written resolution under the 2014 Act can be either a special or an ordinary resolution as outlined in 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.
A majority written resolution includes either an ordinary or a special resolution and the requirements vary according to the requisite majority. Such a majority written resolution takes effect later than an unanimously passed written resolution.
An Ordinary Resolution deals with the standard business typically associated with running a company and needs a simple majority, which is not less than 50% of the voting members approving the resolution. It comes into force after 7 days. Most standard business conducted at AGMs is carried out by an ordinary resolution.
Most Ordinary Resolutions do not need to be filed with the Companies Registration Office (CRO). Exceptions to this include resolutions to increase the Authorised share capital or authorising the directors to make an Allotment of shares.
Statutory Form G2 is used for the submission of an Ordinary Resolution to Companies Office.
A Special Resolution deals with the special or unusual decisions a company takes and needs not less than 75% of voting members approving the resolution. It comes into force after 21 days. After a Special Resolution has been passed a company is required to file a copy of the resolution with the CRO within 15 days of it being passed.
Statutory Form G1 is used for the submission of an Special Resolution to Companies Office.
Resolutions that need to be submitted to CRO include:
A majority written ordinary resolution takes effect 7 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.
Single Member Companies
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.
Retaining records by the Company
Statutory 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 a Company Registers at its registered office and where it changes the place where the Registers are kept. Form B3 is used for this purpose.
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