(1)A company that is required under section 292 to circulate a resolution must send or submit to every eligible member—
(a)a copy of the resolution, and
(b)a copy of any accompanying statement.
This is subject to section 294(2) (deposit or tender of sum in respect of expenses of circulation) and section 295 (application not to circulate members' statement).
(2)The company must do so—
(a)by sending copies at the same time (so far as reasonably practicable) to all eligible members in hard copy form, in electronic form or by means of a website, or
(b)if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn),
or by sending copies to some members in accordance with paragraph (a) and submitting a copy or copies to other members in accordance with paragraph (b).
(3)The company must send or submit the copies (or, if copies are sent or submitted to members on different days, the first of those copies) not more than 21 days after it becomes subject to the requirement under section 292 to circulate the resolution.
(4)The copy of the resolution must be accompanied by guidance as to—
(a)how to signify agreement to the resolution (see section 296), and
(b)the date by which the resolution must be passed if it is not to lapse (see section 297).
(5)In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(6)A person guilty of an offence under this section is liable—
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding the statutory maximum.
(7)The validity of the resolution, if passed, is not affected by a failure to comply with this section.
Cases considering section 293 (3)
[2025] EWHC 3107 (Ch) · 25 November 2025Limits
The provision was interpreted as imposing a correlative duty on the company to send the resolution and any accompanying statement to every eligible member once section 292 is engaged. (see paras [26]-[29]; [94])
The provision was treated as imposing a criminal sanction on officers in default, while not excluding civil enforcement of the members’ private rights. (see paras [26]-[27]; [53]-[64]; [86])
The provision was treated as specifying criminal penalties for default, but not as making prosecution the exclusive remedy for breach of the private right created by sections 292 and 293. (see paras [26]-[27]; [57]-[64]; [86])
The provision was cited to note that non-compliance does not affect the validity of a resolution if passed. (see para [26])
[2023] EWHC 2619 (Ch) · 23 October 2023Limits
The court treated simultaneous or sequential circulation to eligible members as an important safeguard supporting the need for company circulation and rejecting pre-approval as a substitute. (see para [92])
The court held that the 21-day period for directors to consider a members’ request is a substantive safeguard, not merely an administrative period for circulation. (see paras [69]-[71]; [92])
The court referred to the criminal liability of defaulting officers as part of the statutory safeguards governing circulation. (see para [92])
The court interpreted s293(7) narrowly. It protects a resolution already passed from failures to comply with the section, but does not validate a resolution that was never circulated by the company or that failed to comply with s292(4). (see paras [82]-[84])
[2026] EWHC 1924 (Ch) · 31 July 2026Limits
The court distinguished defects in the statutory circulation procedure from a complete failure to comply with the separate obligation that the company circulate the resolution. (see paras [57]-[59])
The court limited section 293(7) to defects in the section 293 circulation procedure; it does not validate a resolution where there was no circulation by the company under section 292. (see para [58])
What each judgment says about section 293 is in the case-law panel in the full Act.
536.This section specifies what a company has to do when it is required under section 292 to circulate a resolution and accompanying statement. It must circulate the resolution and statement by sending it to all eligible members at the same time or, if it can be done without undue delay, by submitting the same copy of the resolution and statement to each eligible member in turn or a combination of these. The latter two options would allow companies to pass round a document or email rather than sending out several copies. Subsection (3) requires that the members’ written resolution be circulated within 21 days of the company being requested to do so by those members, except that if the written resolution is circulated to members on different days, then the firstcopy should be dispatched not more than 21 days after the request to circulate the resolution.