A written resolution is a formal corporate decision approved by directors or shareholders without a meeting, signed by the required majority to ensure efficient governance and legal compliance in Irish companies.
A Written Resolution is a formal method for company directors or shareholders to approve decisions without holding a physical or virtual meeting. Instead of convening, eligible members sign a document stating their agreement, provided it meets the required majority threshold under Irish company law. This approach streamlines governance whilst ensuring decisions carry the same legal weight as those made at meetings.
Written Resolutions prove particularly useful for urgent matters or when scheduling meetings proves impractical due to geographical dispersion or time constraints. Directors can approve routine items like change of registered office filings, whilst shareholders might use them for significant actions such as altering share capital. The process maintains full compliance with the Companies Act 2014, avoiding the formalities of notice periods and quorum requirements associated with meetings.
For startups, embracing Written Resolutions enhances agility. They facilitate rapid decision-making during funding rounds or operational pivots, documented efficiently in board minutes or the register of directors. This efficiency supports your compliance calendar without compromising transparency or accountability.
Directors pass a Written Resolution by circulating a draft resolution to all eligible members, who then sign to indicate approval. Under Irish law, it requires unanimous agreement from all directors entitled to vote, or a simple majority if your company constitution specifies otherwise. Once signed by the requisite number, the resolution takes effect immediately, binding the company as if passed at a board meeting.
The company secretary typically drafts and distributes the document, collects signatures, and files it in the minute book. Electronic signatures suffice, accelerating the process for time-sensitive approvals like authorising Form B2 submissions. This method bypasses quorum issues, ensuring governance continuity even with absent directors.
Shareholder Written Resolutions require either a simple majority (over 50%) for ordinary resolutions or 75% for special resolutions, mirroring meeting voting thresholds. Circulation must reach all shareholders entitled to vote, with signatures demonstrating agreement. Unanimous Written Resolutions bind without circulation to dissenters, streamlining consensus-driven decisions.
Opt for Written Resolutions when speed matters, such as approving reserved matters during funding urgency or routine compliance like annual return confirmations. They suit dispersed teams avoiding travel costs whilst maintaining records comparable to minutes. However, complex discussions benefit from meetings to foster debate and alignment.
Written Resolutions themselves require no CRO filing unless effecting registrable changes like director appointments via Form B10. However, they form part of internal records inspected during due diligence or audits, evidencing compliant decision-making processes.
Written Resolutions save time and costs by eliminating meeting logistics, ideal for global teams. They provide clear audit trails through signed documents, reducing dispute risks over verbal agreements. This efficiency supports agile startups balancing rapid execution with robust governance framework.
No, certain matters like removing directors mandate meetings with special notice. Your constitution or shareholders' agreement may restrict usage, preserving debate for contentious issues. Always verify applicability to ensure decisions withstand legal scrutiny.
