Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest
PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE.
This Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest is for use by companies that were in existence prior to 1st October 2008.
Use this resolution to give the board power to authorise conflicts
Under the Companies Act 2006, the board of directors cannot authorise a conflict of interest of a director unless the shareholders have given them that power. This resolution can be passed at any time, and must be filed at Companies House.
Once this resolution has been passed by the shareholders, the company does not need to amend its articles to give the directors the power to authorise conflicts. The ordinary resolution will suffice.
Passing the resolution at a general meeting
Shareholders’ Ordinary Resolutions require the votes of over 50% of members present in person or by proxy, who are entitled to vote and do vote at the meeting. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).
Passing the resolution as a written resolution
Alternatively, the written resolution procedure can be used. The resolution will be passed if approved by shareholders representing not less than 50% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.
Related formats to use alongside this resolution
This document sets out the required wording of the ordinary resolution.
If it is to be passed at a general meeting, it should be used in conjunction with Shareholders’ resolutions – General Meeting Format.
If it is to be passed as a written resolution, it should be used in conjunction with Shareholders’ Written Ordinary Resolution.
Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.