Request For Consent To Electronic Communications
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, 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
- where a company has given an electronic address 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, 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, then 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.
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
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.
If a company wishes to communicate with its shareholders via a website, in
addition to the method outlined in the preceding paragraph, it is able to
create a situation where the shareholders and/or debenture holders will be
deemed to have consented to communication by means of a website by
following two further steps. First, it must pass either an ordinary
resolution authorising communication by means of a website or amend its
articles of association to permit communication by means of a website. Both
resolutions are available through the related document links below. The
second step is to request the individual consent of each shareholder or
debenture holder to communication by means of a website. Provided that the
request clearly states that if the member fails to respond within 28 days
then the member is deemed to have consented if they fail to respond. 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.
This Request for Consent to Electronic Communication has a dual function.
It can be used by a company to obtain the consent of its shareholders and
debenture holders to send or supply documents and information by electronic
means and it can also be used by a company to obtain the consent of its
shareholders and debenture holders to communicate with them by means of a
website. The document can be used for the first function only by deleting
the wording in square brackets at paragraphs 1.4, 2, and 8, and in the
second line of paragraph 3. If both functions are intended, then all the
wording in square brackets should be retained. Paragraph 8 can only be
included if the company has either passed a resolution authorising
communication by means of a website or its articles contain a provision
allowing for communication by means of a website because deemed consent
cannot take place without this step.
This document includes the 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 (paragraph 2). This
is achieved using a Notification of Availability which is also available
through the related document links below. 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 him 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. The recipient is notified of this right at paragraph 5.
This Request for Consent to Electronic Communication includes the following
1. Delivery of Documents in Electronic Form
2. Availability on a Website
3. Internet Access
4. Format of Documents
5. Right to Hard Copy
6. No Obligation to use Electronic Communications
7. No Obligation to Consent
8. Failure to Respond
This document is in open format. The requisite details should be inserted
into the highlighted fields or the wording can be adjusted to suit your
Wording in square brackets is optional. If it is required, then the
brackets should be deleted and the wording within them retained. If the
wording is not required, then it can be deleted.
Once you have subscribed to the appropriate document folder click on the
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