Resolutions
Companies Act
Resolutions
191. (1) In this Act “ordinary resolution” means a resolution passed by a simple majority of the votes cast by members of a company as, being entitled to do so, vote in person or by proxy at a general meeting of the company.
(2) In this Act “special resolution” means a resolution—
(a) that is referred to as such in this Act, or is required (whether by this Act or by a company’s constitution or otherwise) to be passed as a special resolution; and
(b) that satisfies the condition specified in subsection (3); and
(c) without prejudice to subsections (4) and (5), as respects which notice of the meeting at which the resolution is proposed to be passed has been given in accordance with section 181 (1)(a) and (5).
(3) The condition referred to in subsection (2)(b) is that the resolution is passed by not less than 75 per cent of the votes cast by such members of the company concerned as, being entitled to do so, vote in person or by proxy at a general meeting of it.
(4) Notwithstanding section 181 (1)(a), for the purposes of subsection (2)(c) a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days’ notice has been given if it is so agreed by a majority in number of the members having the right to attend and vote at any such meeting, being a majority either—
(a) together holding not less than 90 per cent in nominal value of the shares giving that right; or
(b) together representing not less than 90 per cent of the total voting rights at that meeting of all the members.
(5) Nothing in either subsection (2)(c) (as it relates to section 181 (1)(a)) or (4) prevents a special resolution from being regarded as having been passed (in a case where less than 21 days’ notice of the meeting has been given) in the following circumstances:
(a) the agreement referred to in section 181 (2) exists as regards the meeting; and
(b) the condition specified in subsection (3) is satisfied in relation to the resolution.
(6) The terms of any resolution (whether special or otherwise) before a general meeting may be amended by ordinary resolution moved at the meeting provided that the terms of the resolution as amended will still be such that adequate notice of the intention to pass the same can be deemed to have been given.
(7) Any reference to an extraordinary resolution contained in any statute which was passed or document which existed before 1 April 1964 shall, in relation to a resolution passed on or after that date, be deemed to be a reference to a special resolution.
(8) In this Act “written resolution” means either an ordinary resolution or a special resolution passed in accordance with section 193 or 194 .
Resolutions passed at adjourned meetings
192. Where a resolution is passed at an adjourned general meeting, the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any earlier date.
Unanimous written resolutions
193. (1) Notwithstanding any provision to the contrary in this Act—
(a) a resolution in writing signed by all the members of a company for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held; and
(b) if described as a special resolution shall be deemed to be a special resolution within the meaning of this Act.
(2) For the avoidance of doubt, the reference in subsection (1) to a provision to the contrary includes a reference to a provision that stipulates that the company in general meeting, or the members of the company in general meeting, must have passed the resolution concerned.
(3) A resolution passed in accordance with subsection (1) may consist of several documents in like form each signed by one or more members.
(4) A resolution passed in accordance with subsection (1) shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and, where the resolution states a date as being the date of his or her signature thereof by any member, the statement shall be prima facie evidence that it was signed by him or her on that date.
(5) If a resolution passed in accordance with subsection (1) is not contemporaneously signed, the company shall notify the members, within 21 days after the date of delivery to it of the documents referred to in subsection (6), of the fact that the resolution has been passed.
(6) The signatories of a resolution passed in accordance with subsection (1) shall, within 14 days after the date of its passing, procure delivery to the company of the documents constituting the written resolution; without prejudice to the use of the other means of delivery generally permitted by this Act, such delivery may be effected by electronic mail or the use of a facsimile machine.
(7) The company shall retain those documents as if they constituted the minutes of the proceedings of a general meeting of the company; without prejudice to the requirement (by virtue of section 199 (1)) that the terms of the resolution concerned be entered in books kept for the purpose, the requirement under this subsection that the foregoing documents be retained shall be read as requiring those documents to be kept with the foregoing books.
(8) It is immaterial, as regards the resolution’s validity, whether subsection (5), (6) or (7) is complied with.
(9) If a company fails to comply with subsection (5), the company and any officer of it who is in default shall be guilty of a category 4 offence.
(10) If a signatory fails to take all reasonable steps to procure the delivery to the company, in accordance with subsection (6), of the documents referred to in that subsection, the signatory shall be guilty of a category 4 offence.
(11) This section does not apply to—
(a) a resolution to remove a director;
(b) a resolution to effect the removal of a statutory auditor from office, or so as not to continue him or her in office, as mentioned in section 382 (2), 383 (2)(b) or 394 .
(12) Nothing in this section affects any rule of law as to—
(a) things done otherwise than by passing a resolution;
(b) circumstances in which a resolution is or is not treated as having been passed; or
(c) cases in which a person is precluded from alleging that a resolution has not been duly passed.
Majority written resolutions
194. (1) Notwithstanding any provision to the contrary in this Act, a resolution in writing—
(a) that is—
(i) described as being an ordinary resolution, and
(ii) signed by the requisite majority of members of the company concerned,
and
(b) in respect of which the condition specified in subsection (7) is satisfied,
shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held.
(2) For the avoidance of doubt, the reference in subsection (1) to a provision to the contrary includes a reference to a provision that stipulates that the company in general meeting, or the members of the company in general meeting, must have passed the resolution concerned.
(3) In subsection (1) “requisite majority of members” means a member or members who alone or together, at the time of the signing of the resolution concerned, represent more than 50 per cent of the total voting rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company (or being bodies corporate by their duly appointed representatives).
(4) Notwithstanding any provision to the contrary in this Act, a resolution in writing—
(a) that is—
(i) described as being a special resolution, and
(ii) signed by the requisite majority of members,
and
(b) in respect of which the condition specified in subsection (7) is satisfied,
shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held.
(5) For the avoidance of doubt, the reference in subsection (4) to a provision to the contrary includes a reference to a provision that stipulates that the company in general meeting, or the members of the company in general meeting, must have passed the resolution concerned.
(6) In subsection (4) “requisite majority of members” means a member or members who alone or together, at the time of the signing of the resolution concerned, represent at least 75 per cent of the total voting rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company (or being bodies corporate by their duly appointed representatives).
(7) The condition referred to in subsections (1)(b) and (4)(b) is that all members of the company concerned entitled to attend and vote on the resolution referred to in subsection (1) or (4), as the case may be, have been circulated, by the directors or the other person proposing it, with the proposed text of the resolution and an explanation of its main purpose.
(8) A resolution passed in accordance with subsection (1) or (4) may consist of several documents in like form each signed by one or more members.
(9) Without prejudice to section 195 (5), a resolution passed—
(a) in accordance with subsection (1), shall be deemed to have been passed, subject to subsection (10), at a meeting held 7 days after the date on which it was signed by the last member to sign, or
(b) in accordance with subsection (4), shall be deemed to have been passed, subject to subsection (10), at a meeting held 21 days after the date on which it was signed by the last member to sign,
and where the resolution states a date as being the date of his or her signature thereof by any member the statement shall be prima facie evidence that it was signed by him or her on that date.
(10) Without prejudice to section 195 (5), if—
(a) a date earlier than that referred to in subsection (9)(a) or (b) (not being earlier than the date on which the resolution was signed by the last member to sign) is specified in the resolution referred to in subsection (1) or (4) as the date on which it shall have been deemed to have been passed,
(b) all members of the company concerned entitled to attend and vote on that resolution state, in a written waiver signed by each of them, that the application of subsection (9) is waived, and
(c) there accompanies the delivery to the company under subsection (3) of section 195 of the documents referred to in that subsection that written waiver (which may be so delivered to the company by any of the means referred to in that subsection),
then the resolution shall be deemed to have been passed on the date specified in it.
(11) A written waiver under subsection (10) may consist of several documents in like form each signed by one or more members.
Supplemental provisions in relation to section 194
195. (1) Section 194 does not apply to—
(a) a resolution to remove a director;
(b) a resolution to effect the removal of a statutory auditor from office, or so as not to continue him or her in office, as mentioned in section 382 (2), 383 (2)(b) or 394 .
(2) Within 3 days after the date of the delivery to it of the documents referred to in subsection (3), the company shall notify every member of—
(a) the fact of the resolution concerned having been signed by the requisite majority of members (within the meaning of section 194 (3) or (6), as the case may be); and
(b) the date that the resolution will, by virtue of section 194 , be deemed to have been passed.
(3) The signatories of a resolution passed in accordance with section 194 (1) or (4) shall procure delivery to the company of the documents constituting the written resolution; without prejudice to the use of the other means of delivery generally permitted by this Act, such delivery may be effected by electronic mail or the use of a facsimile machine.
(4) The company shall retain those documents as if they constituted the minutes of the proceedings of a general meeting of the company; without prejudice to the requirement (by virtue of section 199 (1)) that the terms of the resolution concerned be entered in books kept for the purpose, the requirement under this subsection that the foregoing documents be retained shall be read as requiring those documents to be kept with the foregoing books.
(5) Unless and until subsection (3) is complied with, a resolution passed in accordance with section 194 (1) or (4) shall not have effect; however it is immaterial, as regards the resolution’s validity, whether subsection (2) or (4) is complied with.
(6) Where subsection (10) of section 194 applies, the reference in subsection (5) to subsection (3) shall be read as including a reference to paragraph (c) of that subsection (10).
(7) If a company fails to comply with subsection (2), the company and any officer of it who is in default shall be guilty of a category 4 offence.
Single-member companies — absence of need to hold general meetings, etc.
196. (1) In this Act “single-member company” means a company which, for whatever reason, has, for the time being, a sole member (and this applies notwithstanding a stipulation in the constitution that there be 2 members, or a greater number).
(2) Subject to subsection (3), all the powers exercisable by a company in general meeting under this Act or otherwise shall be exercisable, in the case of a single-member company, by the sole member without the need to hold a general meeting for that purpose; for the avoidance of doubt this subsection extends to the exercise of the power under section 146 to remove a director and, accordingly, any of the procedures under that section concerning notice to the director or the making of representations by the director shall not apply in the case of a single-member company but this is without prejudice to the application of the requirements of procedural fairness to the exercise of that power of removal by the sole member and section 147 .
(3) Subsection (2) shall not empower the sole member of a single-member company to exercise the powers under section 382 (2), 383 (2)(b) or 394 to remove a statutory auditor from, or not continue a statutory auditor in, office without holding the requisite meeting provided for in the section concerned.
(4) Subject to subsection (3), any provision of this Act which—
(a) enables or requires any matter to be done or to be decided by a company in general meeting, or
(b) requires any matter to be decided by a resolution of the company,
shall be deemed to be satisfied, in the case of a single-member company, by a decision of the member which is drawn up in writing and notified to the company in accordance with this section.
(5) Where the sole member of a single-member company takes any decision which has effect, pursuant to subsections (2) and (4), as if agreed by the company in general meeting, the member shall provide the company with a written record of that decision, unless the decision is taken by way of written resolution which the member has already forwarded to the company.
(6) Where the sole member notifies to the company of which he or she is such member a decision taken by way of written resolution, or, pursuant to subsection (5), a written record of a decision taken by him or her, the notification shall be recorded and retained by the company in a book or by some other suitable means maintained for the purpose, and the one or more records so retained shall—
(a) be deemed to be the books kept by the company pursuant to section 199 , or
(b) where (at any subsequent or prior time when the company is, or was, not a single-member company) that section has or had application to proceedings of its members, be kept with the books kept by the company pursuant to section 199 ,
and, either case, subsection (5) of that section applies to those records as it applies to books generally of a company under that section.
(7) Where—
(a) the sole member of a single-member company exercises or discharges, by virtue of this section, any power, right or obligation, and
(b) such exercise or discharge involves or consists of the passing of a resolution, or the sole member’s agreeing to a thing, to which section 198 applies,
such exercise or discharge shall, within 15 days after the date of the exercise or discharge, be notified by the company in writing to the Registrar and be recorded by the Registrar.
(8) If—
(a) the sole member fails to comply with subsection (5), or
(b) a company fails to comply with subsection (6) or (7),
then (irrespective of whether the case falls within paragraph (a) or (b)) the sole member, the company and any officer of it who is in default shall be guilty of a category 4 offence.
(9) Failure by the sole member to comply with subsection (5) shall not affect the validity of any decision referred to in that subsection.
Application of this Part to class meetings
197. (1) The provisions of this Part, and the provisions of the constitution of a company relating to general meetings, shall, as far as applicable, apply in relation to any meeting of any class of member of the company.
(2) Subsection (1) operates so that all of section 198 , in so far as it relates to subsection (4)(c) of that section, applies in relation to any meeting of any class of member of the company but does not operate to apply (if those provisions would otherwise be so applicable) the provisions of that section apart from the foregoing to any such meeting.
Registration of, and obligation of company to supply copies of, certain resolutions and agreements
198. (1) A copy of every resolution or agreement to which this section applies shall, within 15 days after the date of passing or making of it, be forwarded by the company concerned to the Registrar and recorded by the Registrar.
(2) A copy of every such resolution or agreement for the time being in force shall be embodied in, or annexed to, every copy of the constitution of the company concerned issued by it after the passing of the resolution or the making of the agreement.
(3) A copy of every such resolution or agreement shall be forwarded by the company concerned to any member of it, at his or her request, on payment of €10.00 or such lesser sum as the company may direct.
(4) This section applies to—
(a) resolutions that are required by this Act or a company’s constitution to be special resolutions;
(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;
(c) resolutions or agreements which have been agreed to by all the members of some class of shareholders but which if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members;
(d) resolutions increasing or decreasing the authorised share capital (if any) of a company;
(e) resolutions conferring authority for the allotment of shares;
(f) resolutions that a company be wound up voluntarily passed under section 580 ;
(g) resolutions attaching rights or restrictions to any share;
(h) resolutions varying any such right or restriction;
(i) resolutions classifying any unclassified share;
(j) resolutions converting shares of one class into shares of another class;
(k) resolutions converting share capital into stock and resolutions converting stock into share capital.
(5) If a company fails to comply with subsection (1), (2) or (3), the company and any officer of it who is in default shall be guilty of a category 4 offence.
(6) For the purposes of subsection (5), a liquidator of a company shall be deemed to be an officer of the company.
Minutes of proceedings of meetings of a company
199. (1) A company shall, as soon as may be after their holding or passing, cause—
(a) minutes of all proceedings of general meetings of it, and
(b) the terms of all resolutions of it,
to be entered in books kept for that purpose; all such books kept by a company in pursuance of this subsection shall be kept at the same place.
(2) Sections 215 to 217 (rights of inspection, requests for copies, etc.) apply to those books.
(3) Any such minute, if purporting to be signed by the chairperson of the meeting at which the proceedings were had, or by the chairperson of the next succeeding meeting, shall be evidence of the proceedings.
(4) Where minutes have been made in accordance with this section of the proceedings at any general meeting of a company then, until the contrary is proved—
(a) the meeting shall be deemed to have been duly held and convened;
(b) all proceedings had at the meeting shall be deemed to have been duly had; and
(c) all appointments of directors or liquidators shall be deemed to be valid.
(5) A company shall, if required by the Director of Corporate Enforcement, produce to the Director for inspection the book or books kept in accordance with subsection (1) by it and shall give the Director of Corporate Enforcement such facilities for inspecting and taking copies of the contents of the book or books as the Director may require.
(6) If a company fails to comply with subsection (1) or with a requirement made of it under subsection (5), the company and any officer of it who is in default shall be guilty of a category 4 offence.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.