Ireland · Members, registers, meetings and resolutions

The Summary Approval Procedure: the resolution, the declaration and the conditions

the Companies Act 2014 · sections 202 to 209 and 211

The Summary Approval Procedure fails on the 30-day rule more often than on anything else. The declaration required by section 202(1)(b) must be made in writing at a meeting of the directors held not earlier than 30 days before the date of the members' meeting, or, where the written means is used, not earlier than 30 days before the date on which the last member signs (section 202(6)). It must be made by the directors or, where there are more than two, by a majority of them. A declaration signed too early is not a declaration for the purposes of the Act.

The second condition is the waiting period. Unless members holding more than 90 per cent in nominal value of each class of issued shares carrying the right to vote have voted in favour of the special resolution, the company may not proceed to carry on the restricted activity until 30 days after the resolution was passed, or, if an application is made under section 211(3), until the court has disposed of it (section 211(2)).

Section 202 defines the Summary Approval Procedure and sets the common conditions: authority conferred by the required resolution, the directors' declaration and the further requirements the section imposes. Sections 205 to 209 carry the conditions specific to particular restricted activities. Section 211 carries the waiting period and the right of a dissenting minority to apply to court.

Sections 203 and 204 set the content of the declaration for particular restricted activities. Where the activity is a transaction or arrangement that would otherwise be prohibited by section 82(2) or 239, the declaration must state the matters section 203(1) lists. A copy of the declaration must be delivered to the Registrar not later than 21 days after the date on which the restricted activity is commenced (section 203(3)). Where the activity is a reduction of company capital under section 84(1) or a transfer or disposal under section 91(1), the declaration must state the matters section 204(1) lists.

Files 32 and 33 of the IE-COMPANY package cover this situation. File 32 works through the resolution and the common conditions: which restricted activity was carried on, which resolution authorised it, when the directors' meeting was held, and whether the 30-day waiting period or the 90 per cent threshold applied. File 33 works through the content of the declaration for the specific activity and the 21-day delivery to the Registrar.

This situation is covered by these files from the pack IE-COMPANY

• File 32 · The Summary Approval Procedure: the resolution and the common conditions
• File 33 · Declarations made under the Summary Approval Procedure

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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