Section 122 — Companies Act 1993: Resolution in lieu of meeting

122 Resolution in lieu of meeting (1) Subject to subsections (2) and (3) , a resolution in writing signed by not less than— (a) Seventy-five percent; or (b) Such other percentage as the constitution may require for passing a special resolution,— whichever is the greater, of the shareholders who would be entitled to vote on that resolution at a meeting of shareholders who together hold not less than 75% or, if a higher percentage is required by the constitution, that higher percentage, of the votes entitled to be cast on that resolution, is as valid as if it had been passed at a meeting of those shareholders. (2) A resolution in writing that— (a) Relates to a matter that is required by this Act or by the constitution to be decided at a meeting of the shareholders of a company; and (b) Is signed by the shareholders specified in subsection (3) of this section—

is made in accordance with this Act or the constitution of the company. (3) For the purposes of subsection (2)(b) of this section, the shareholders are,— (a) In the case of a resolution under section 196(2) of this Act, all the shareholders who are entitled to vote on the resolution: (b) In any other case, the shareholders referred to in subsection (1) of this section. (3A) Any resolution in writing under this section may consist of one or more documents in similar form (including letters, telegrams, cables, facsimiles, telex messages, electronic mail, or other similar means of communication) each signed or assented to by or on behalf of one or more of the shareholders specified in subsection (3) . (4) It shall not be necessary for a company to hold an annual meeting of shareholders under section 120 of this Act if everything required to be done at that meeting (by resolution or otherwise) is done by resolution in accordance with subsections (2) and (3) of this section. (5) Within 5 working days of a resolution being passed under this section, the company must send to every shareholder who did not sign the resolution or on whose behalf the resolution was not signed,— (a) a copy of the resolution; and (b) if the resolution was a special resolution required by section 106(1)(a) or (b), a statement setting out the rights of shareholders under section 110 . (6) A resolution may be signed under subsection (1) or subsection (2) of this section without any prior notice being given to shareholders. (7) If a company fails to comply with subsection (5) of this section,— (a) The company commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act: (b) 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) was substituted, as from 30 June 1997, by section 8(1) Companies Act 1993 Amendment Act 1997 (1997 No 27). Subsection (3A) was inserted, as from 30 June 1997, by section 8(2) Companies Act 1993 Amendment Act 1997 (1997 No 27). Subsection (3A) was amended, as from 3 May 2001, by section 8 Companies Act 1993 Amendment Act 2001 (2001 No 18) by substituting the words “ Any resolution in writing under this section ” for the words “ For the purposes of subsection (2), any such resolution ” . Section 122(5): substituted, on 17 September 2008, by section 9 of the Companies (Minority Buy-out Rights) Amendment Act 2008 (2008 No 69).