(1)The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
(2)Any resolution may properly be moved as a written resolution unless—
(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),
(b)it is defamatory of any person, or
(c)it is frivolous or vexatious.
(3)Where the members require a company to circulate a resolution they may require the company to circulate with it a statement of not more than 1,000 words on the subject matter of the resolution.
(4)A company is required to circulate the resolution and any accompanying statement once it has received requests that it do so from members representing not less than the requisite percentage of the total voting rights of all members entitled to vote on the resolution.
(5) The “requisite percentage” is 5% or such lower percentage as is specified for this purpose in the company's articles.
(6)A request—
(a)may be in hard copy form or in electronic form,
(b)must identify the resolution and any accompanying statement, and
(c)must be authenticated by the person or persons making it.
Cases considering section 292 (5)
[2025] EWHC 3107 (Ch) · 25 November 2025Interprets
The provision was interpreted as conferring on qualifying members a private right to require the company to circulate a properly proposed written resolution. (see paras [24]-[26]; [32]; [53]-[57])
The provision was applied to the proposed resolutions. They were not defamatory, frivolous or vexatious and therefore could properly be moved as written resolutions. (see paras [24]; [92])
The provision was interpreted as making the company’s duty to circulate operative once qualifying members had made the requisite requests. (see paras [24]-[29]; [94])
The provision was cited to identify the requisite percentage of voting rights, namely 5% unless the articles specify a lower percentage. (see para [24])
The provision was cited to identify the formal requirements for a circulation request, including identifying the resolution and authentication. (see para [24])
[2024] EWHC 51 (Ch) · 18 January 2024
Applies the statutory provisions governing written resolutions. The court held that the June 2021 proposal was invalid because the members had no general power to circulate it in the manner adopted.
[2023] EWHC 2619 (Ch) · 23 October 2023Limits
The court held that members’ power to require circulation does not permit them to circulate the resolution themselves. A valid board decision authorising circulation by the company was required. (see paras [69]-[71]; [79]-[80])
The court confirmed that failure to comply with s292(4), including the requirement concerning proper circulation of a written resolution, was not cured by s293(7). (see para [84])
What each judgment says about section 292 is in the case-law panel in the full Act.
535.This section enables members to require a written resolution to be circulated. They may also require circulation of a statement about its subject matter. Like the members’ right to require a resolution to be moved at an AGM, the percentage needed is 5% of the total voting rights (or lower if specified in the company’s articles). Subsection (2) specifies some limits on the kind of resolution that may be circulated in this way, designed to stop the power being abused.