9.8 Company Resolution

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The format used for a resolution of a meeting of a Board of Directors. In terms of the new Companies Act a notice convening a meeting of shareholders to consider a proposal either by ordinary or special resolution must be expressed with sufficient clarity and be specific and must be accompanied by sufficient information to enable a shareholder to decide whether to participate in the meeting. If a shareholder or director believes that the form of the resolution does not satisfy these requirements he may apply to court for an order restraining the company from putting the proposed resolution to a vote until the requirements are satisfied. If the resolution is passed it cannot be challenged purely on the grounds that these requirements were not complied with.