Shareholders, board meetings and registers – how to keep company business in motion

1st April 2020

Can your shareholders vote electronically on written resolutions?

There are three steps involved here:

  • In order for the document to be sent to the shareholder by email, you will need their express consent to do so and an email address for that purpose.
  • The company may accept electronic signature of a written resolution, provided that the identity of the sender is either confirmed in a way specified by the company, or the sender identifies themselves and the company has no reason to doubt the authenticity of that statement.
  • A document can be sent electronically to a company only if either (a) the company has expressly agreed to documents of that type being sent in that form and supplied an email address for that purpose OR (b) the company is deemed to have so agreed (i.e. where electronic contact details are included in the resolution or in the accompanying documents, unless a contrary instruction is given).  If the company does not want to accept written resolutions by fax and/or email, this should be made clear in the explanatory notes to the written resolution.

Can the board hold meetings remotely?

Check that your articles of association do not restrict the company holding virtual board meetings. It is usual for articles of association to allow for a board meeting to be held by conference via telephone or video link, provided that all present can hear and participate in the meeting. After the meeting has been held, the chairman can then sign the minutes electronically.
Your articles of association may also allow for directors to make decisions by way of director-written resolution. Please note that the resolution must be unanimous to be effectively passed.

Can your statutory registers be held electronically?

Yes – registers may be kept in electronic form provided that they can be reproduced in hard copy format.

How do we contact Companies House?

At the time of writing, the telephone contact centre is closed, but Companies House can be contacted by email at [email protected]. Remember that you can use web filing to file a number of forms electronically with Companies House by using your company number and authentication code.

Read more about Everyday concerns and practical advice for company directors during Covid-19 and Companies House grants extension to companies for filing accounts in our articles.

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