Companies Act 2006, section 281

Resolutions

Part 13 Resolutions and meetings

(1)A resolution of the members (or of a class of members) of a private company must be passed—

(a)as a written resolution in accordance with Chapter 2, or

(b)at a meeting of the members (to which the provisions of Chapter 3 apply).

(2)A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).

(3)Where a provision of the Companies Acts—

(a)requires a resolution of a company, or of the members (or a class of members) of a company, and

(b)does not specify what kind of resolution is required,

what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity).

(4)Nothing in this Part affects any enactment or rule of law as to—

(a)things done otherwise than by passing a resolution,

(b)circumstances in which a resolution is or is not treated as having been passed, or

(c)cases in which a person is precluded from alleging that a resolution has not been duly passed.

Read section 281 in the full Act → Definitions (6) Cases (10)

Definitions used in section 281

member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
written resolution

(1) In the Companies Acts a “written resolution” means a resolution of a private company proposed and passed in accordance with this Chapter.

Defined in s.288(1) · see it in the full Act
the Companies Acts

(1) In this Act “the Companies Acts” means—

(a)the company law provisions of this Act,

(b)Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and

(c)the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.

Defined in s.2(1) · see it in the full Act
articles

(4) References in the Companies Acts to a company's “articles” are to its articles of association.

Defined in s.18(4) · see it in the full Act
enactment

In this Act, unless the context otherwise requires, “enactment” includes—

(a)an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30),

(aa)an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

(b)an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and

(c)an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Defined in s.1293 · see it in the full Act

Cases considering section 281 (10)

Jeremy Sinclair Clarke & Anor v Yasmin Azim Lakha & Ors (Re Bramber Road Management Limited)

[2024] EWHC 51 (Ch) · 18 January 2024

Confirms that the Duomatic principle is preserved. The court applied the principle subject to the requirements of member status and full knowledge.

Solid Homes Ltd, Re

[2020] EWHC 2913 (Ch) · 3 November 2020

Applies the ordinary-resolution requirements relevant to approval of dividends. The absence of a formal resolution was addressed through the Duomatic principle (see paras [88]-[94]).

Oceanrose Investments Ltd, Re:

[2008] EWHC 3475 (Ch) · 29 October 2008

Recognises and preserves the unanimous-consent principle, but that principle remains subject to statutory provisions requiring a meeting. It therefore did not displace Regulation 13(1). (see paras [23]-[24])

What each judgment says about section 281 is in the case-law panel in the full Act.

Explanatory note

523.This section provides that members’ resolutions can only be passed in accordance with the provisions of this Part. There is no equivalent in the current legislation. Subsection ( 1) allows a private company to pass a resolution either as a written resolution or at a meeting of the members. Subsection ( 2) allows a public company to pass a resolution only at a meeting of the members. Subsection ( 3) ensures that where a resolution is required but the type of resolution is not specified, the default will be an ordinary resolution unless the articles require a higher majority. When a provision specifies that an ordinary resolution is required, the articles will not be able to specify a higher majority. Subsection ( 4) preserves the common law unanimous consent rule.

All the explanatory notes for the Act