A company is an artificial person, so it can only act through the people who run and own it. Knowing exactly who can decide what, and the procedure each decision must follow, is core to advising any company client — a board resolution passed without a quorum, or a special resolution without proper notice, can simply be void. As a solicitor, you'll constantly check that meetings, resolutions and filings have been done correctly.
This lesson walks you through the whole machinery, from how power is divided to the records you keep afterwards.
- Division of Power and Shareholder Resolutions — how decision-making splits between directors and shareholders, and the two types of shareholder resolution and their majorities.
- Calling and Notice of General Meetings — who can call a meeting, the right to requisition one, and the notice that must be given.
- Short Notice and Special Notice — when meetings can be held early, and the special notice some resolutions require.
- Quorum, Voting and AGMs — quorum rules, voting on a show of hands versus a poll, proxies, and when AGMs are needed.
- Written Resolutions — how private companies decide without meeting, and the limits on this route.
- Board Meetings — notice, quorum, conflicts, casting votes and decisions taken without a meeting.
- The Duomatic Principle, Filing and Records — when informal unanimous assent binds, plus filing deadlines and record-keeping duties.