Companies Act 2006 s.288 – Written resolutions of private companies

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

(2)The following may not be passed as a written resolution—

(a)a resolution under section 168 removing a director before the expiration of his period of office;

(b)a resolution under section 510 removing an auditor before the expiration of his term of office.

(3)A resolution may be proposed as a written resolution—

(a)by the directors of a private company (see section 291), or

(b)by the members of a private company (see sections 292 to 295).

(4)References in enactments passed or made before this Chapter comes into force to—

(a)a resolution of a company in general meeting, or

(b)a resolution of a meeting of a class of members of the company,

have effect as if they included references to a written resolution of the members, or of a class of members, of a private company (as appropriate).

(5)A written resolution of a private company has effect as if passed (as the case may be)—

(a)by the company in general meeting, or

(b)by a meeting of a class of members of the company,

and references in enactments passed or made before this section comes into force to a meeting at which a resolution is passed or to members voting in favour of a resolution shall be construed accordingly.

Read section 288 in the full Act → Definitions (5) Cases (3)

Definitions used in section 288

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

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

director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act

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

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 288 (3)

Konstantin Kamenetskiy & Ors v Vitali Zolotarev & Ors (Re Variti Management Services Limited)

[2023] EWHC 2619 (Ch) · 23 October 2023Defines

The court relied on the statutory definition of a written resolution as one proposed and passed in accordance with the relevant chapter. This supported the conclusion that the January resolutions were invalid. (see para [84]) The court identified members and directors as the persons who may propose a written resolution. The decision focused on the separate requirement that the company must circulate a members’ resolution. (see para [68])

Oceanrose Investments Ltd, Re:

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

Extends references in earlier enactments to resolutions in general meeting to written resolutions in appropriate private-company contexts. The provision was inapplicable because the Regulations were made after section 288 came into force. (see para [22]) Treats a written resolution of a private company as passed by the company or class in general meeting for specified purposes. The judgment held that it did not apply to the later-made Regulations. (see para [22])

Simon Philip Webster & Anor v ESMS Global Limited & Ors

[2025] EWHC 3107 (Ch) · 25 November 2025Defines

The provision was cited to confirm that a written resolution may be proposed by the directors or members of a private company. (see para [22])

What each judgment says about section 288 is in the case-law panel in the full Act.

Explanatory note

531.This section introduces the written resolution provisions of this Chapter. They apply to private companies only. Subsection (2)(a) and (b) reproduce the two exceptions currently provided for in Part 1 of Schedule 15A to the 1985 Act: a resolution to remove a director or an auditor before the expiration of his term of office may not be passed as a written resolution. These are the only two exceptions to a private company’s right to pass resolutions using the written resolution procedure.

All the explanatory notes for the Act

Amendments and notes

1 notes from legislation.gov.uk

Commencement

I103S. 288 wholly in force at 1.10.2007; s. 288 not in force at Royal Assent see s. 1300; s. 288 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3) this amendment is subject to savings and/or transitional provisions, see the commentary.