Companies Act 2014 section 193

Unanimous written resolutions

Section 193 sets out the rules under which company members can pass resolutions in writing without holding a formal general meeting, provided all eligible members sign the resolution.

• A written resolution signed by all members entitled to vote is as valid as one passed at a properly convened general meeting, and may be described as a special resolution if appropriate
• The resolution may consist of several documents each signed by one or more members, and is deemed passed on the date the last member signs
• Signatories must deliver the signed documents to the company within 14 days, and if the resolution was not signed by all members at the same time, the company must notify all members within 21 days of receiving the documents
• This procedure cannot be used to remove a director or to remove or fail to reappoint a statutory auditor

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