Section 107 — Companies Act 1993: Unanimous assent to certain types of action

107 Unanimous assent to certain types of action (1) Notwithstanding section 52 but subject to section 108 of this Act, if all entitled persons have agreed or concur,— (a) A dividend may be authorised otherwise than in accordance with section 53 of this Act: (b) A discount scheme may be approved otherwise than in accordance with section 55 of this Act: (c) Shares in a company may be acquired otherwise than in accordance with sections 59 to 65 of this Act: (d) Shares in a company may be redeemed otherwise than in accordance with sections 69 to 72 of this Act: (e) Financial assistance may be given for the purpose of, or in connection with, the purchase of shares otherwise than in accordance with sections 76 to 80 of this Act: (f) Any of the matters referred to in section 161(1) of this Act may be authorised otherwise than in accordance with that section. (2) If all entitled persons have agreed or concur, shares may be issued otherwise than in accordance with section 42 or section 44 or section 45 of this Act. (3) If all entitled persons have agreed to or concur in a company entering into a transaction in which a director is interested, nothing in sections 140 and 141 of this Act shall apply in relation to that transaction. (4) For the purposes of this section, no agreement or concurrence of the entitled persons is valid or enforceable unless the agreement or concurrence is in writing. (5) An agreement or concurrence may be— (a) A separate agreement to, or concurrence in, the particular exercise of the power referred to; or (b) An agreement to, or concurrence in, the exercise of the power generally or from time to time. (6) An entitled person may at any time, by notice in writing to the company, withdraw from any agreement or concurrence referred to in subsection (5)(b) of this section and any such notice shall have effect accordingly. (7) Where a power is exercised pursuant to an agreement or concurrence referred to in subsection (5)(b) of this section, the board of the company must, within 10 working days of the exercise of the power, send to every entitled person a notice in writing containing details of the exercise of the power. (8) If the board of a company fails to comply with subsection (7) of this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1) of this Act. Subsection (1)(c) was amended, as from 3 May 2001, by section 7 Companies Act 1993 Amendment Act 2001 (2001 No 18) by substituting the expression “ 59 ” for the expression “ 58 ” .