Request For Consent To Electronic Communications

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE. 

This Request for Consent to Electronic Communication is used to obtain consent from shareholders and debenture holders to receive company documents and information electronically and, where appropriate, by means of a company website.

What this request helps the company do

This document has a dual function:

• to obtain consent to send or supply documents and information by electronic means; and/or
• to obtain consent (and, where applicable, deemed consent) to communication by means of a website

Electronic communications to a company: agreement, deemed agreement and authentication

The Companies Act 2006 distinguishes between electronic communications to a company and electronic communications from a company.

Documents or information can be sent or supplied to a company in electronic form if the company has agreed to it or is deemed to have so agreed (either generally or specifically) and has not revoked that agreement.

The two main examples of deemed agreement are where a company has given an electronic address:

• in a notice calling a meeting, so it is deemed to have agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice); or
• in an instrument of proxy sent out by the company in relation to the meeting, or in an invitation to appoint a proxy issued by the company in relation to the meeting, so it is deemed to have agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice)

Documents received by a company from shareholders should be authenticated. The Companies Act 2006 states that an electronic communication to the company is adequately authenticated if the identity of the sender is confirmed in a way specified by the company.

If the company does not specify a way, the communication must contain, or be accompanied by, a statement of the identity of the sender and the company must have no reason to doubt the truth of the statement.

Electronic communications from a company: electronic form versus website communications

For documents or information sent or supplied from a company, the Companies Act 2006 further distinguishes between communications in electronic form and communication by means of a website.

A document or information may only be sent or supplied by a company in electronic form (such as fax or email) to a person at an address specified for the purpose, or by means of a website, where in each case the person has agreed to it (either generally or specifically) and has not revoked that agreement.

Where the document or information is sent or supplied in electronic form by hand or by post (such as on a disk, CD or memory stick), it must be handed to the intended recipient, or sent or supplied to an address to which it could be validly sent if it were in hard copy form.

Deemed consent for website communications: resolutions, requests and timing

If a company wishes to communicate with its shareholders via a website, it can create a situation where shareholders and/or debenture holders will be deemed to have consented to communication by means of a website by taking additional steps.

First, it must either pass an ordinary resolution authorising communication by means of a website or amend its articles of association to permit communication by means of a website.

Second, it must request the individual consent of each shareholder or debenture holder to communication by means of a website. The request must clearly state that if the member fails to respond within 28 days then the member is deemed to have consented.

The request must not be sent less than 12 months after a previous request made to that member in respect of a similar class of documents.

Notifications of availability, website access and the right to request a hard copy

This document includes an obligation on the company to notify the intended recipient of the presence of the information on the website and details of the website address and how to access the information.

This is achieved using a Notification of Availability (available through the related document links).

The documents or information must be available on the website either for any applicable period specified by the Companies Act 2006 or, if no such period is specified, for 28 days from the date notification was sent to the person.

An individual who has received an electronic version of a document has a right to require the company to send a version of the document or information in hard copy form.

The company must send the document or information in hard copy form, free of charge, within 21 days of receipt of the request from the member or debenture holder.

What this request covers

This Request for Consent to Electronic Communication includes sections dealing with:

• delivery of documents in electronic form
• availability on a website
• internet access
• format of documents
• right to hard copy
• no obligation to use electronic communications
• no obligation to consent
• failure to respond

Website communications (including deemed consent) can only be used where the company has either passed an ordinary resolution authorising communication by means of a website or its articles contain a provision allowing for communication by means of a website.

Request For Consent To Electronic Communications is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.