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 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.
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 sections:
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 purposes.
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.
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