Companies Act 2014 section 195

Supplemental provisions in relation to section 194

Section 195 sets out supplementary rules governing majority written resolutions under section 194, including exclusions, notification requirements, document delivery and retention obligations, and the consequences of non-compliance.

  • Majority written resolutions cannot be used to remove a director or to remove or not reappoint a statutory auditor
  • The company must notify all members within 3 days of receiving the signed resolution documents, confirming that the required majority has signed and stating the date the resolution is deemed passed
  • The signed resolution documents must be delivered to the company before the resolution takes effect, and must be retained alongside the company's minute books
  • Failure to notify members within the required 3-day period is a category 4 offence for the company and any officer in default

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