Ireland · Members, registers, meetings and resolutions

Written resolutions of members, single-member decisions and registering resolutions

the Companies Act 2014 · sections 193 to 196, 198 and 199

The written resolution routes carry their own timetable and companies run past it. If a resolution passed under section 193(1) is not contemporaneously signed, the company must notify the members within 21 days after the date on which the documents are delivered to it (section 193(5)). The signatories must procure delivery to the company of the documents constituting the resolution within 14 days after the date of its passing (section 193(6)). Under the majority route, the company must notify every member within 3 days after delivery of the documents referred to in section 195(3) (section 195(2)).

Registration is the step that is forgotten once the decision has been taken. A copy of every resolution or agreement to which section 198 applies must be forwarded to the Registrar within 15 days after the date on which it was passed or made (section 198(1)). A late resolution is not cured by the next annual return.

Sections 193 to 195 set the two written resolution routes for members, the unanimous route and the majority route, together with the notification periods described above. Section 196 governs the single-member company, and where the sole member exercises a power, right or obligation in a way that involves or consists of what section 196(7) describes, the section imposes the further requirement it sets out.

Section 198 lists the resolutions and agreements that must be registered and sets the 15-day period for forwarding a copy to the Registrar. A member is entitled to a copy on request on payment of ten euro or such lesser sum as the company may fix (section 198(3)). Section 199 governs the minutes of general meetings and the evidential effect of a minute signed in accordance with it.

Files 30 and 31 of the IE-COMPANY package cover this situation. File 30 works through each written resolution passed, the route used, the signatures obtained, the dates of delivery and the notifications sent. File 31 works through the resolutions and agreements that section 198 catches, the date each was passed, the date each copy reached the Registrar, and the minute book for general meetings.

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

• File 30 · Written resolutions of members
• File 31 · Registration of resolutions, copies to members and minutes of meetings

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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