Resolutions And Meetings

The next implementation date for the Companies Act 2006 is fast approaching. Some significant changes are made to UK company law with effect from 1^st October 2007. The new statutory statement of directors’ duties partially comes into force (those provisions relating to conflict of interest do not come in until 1^st October 2008) and the provisions relating to decision making by members also come into force.

The new Act provides that, as is currently the case, members of private companies can make decisions either by written resolution or by passing a resolution at a meeting. Members’ meetings to date have been either Annual General Meetings or Extraordinary General Meetings.

However, the new Act also presupposes that most private companies will wish to use the written resolution procedure rather than convening a more administratively cumbersome meeting. Private companies will no longer need to hold an Annual General Meeting (although any provision in their articles requiring them to