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Special Resolution – allow for virtual/hybrid general meetings

Shareholders’ Special Resolution – Amendment to Articles to allow for Hybrid/Virtual Meetings

CO.CA.GM.24

A company’s Articles of Association may be changed by the shareholders passing a special resolution (section 21 Companies Act 2006). A copy of the resolution must be filed with Companies House within 15 days of it being agreed. This template resolution enables a company wishing to permit virtual or hybrid meetings to amend their articles to include the relevant wording in their articles of association.

Unless a company’s articles specifically prohibit virtual attendance at meetings or require shareholders to be physically present to count as attending, it is generally considered that a company can host a hybrid meeting. A hybrid meeting is a meeting that is held both at a physical location and electronically, providing shareholders with the option to attend either in person or virtually. However, companies may wish to amend their articles if they prohibit these meetings or if they wish to provide greater clarity in their constitution.

The background to this is that following the expiry of the provisions enabling companies to hold closed meetings because of the COVID-19 pandemic, on 30th March 2021, many companies may still consider it both necessary and desirable to limit the size of gatherings and want to recommend to its shareholders that they do not attend such meetings in person.

Our templates to follow for the procedure to amend company articles can be accessed here .

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