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KRA Minutes and Resolutions

We at KRA will look after the maintenance of your Statutory Records including your required minutes of board meetings of the directors of the company and the resolutions passed. You can concentrate on running your business and the company secretarial responsibilities will be taken care of by KRA.

A company works by complying with a set of rules as set out in the Companies Acts. In order for everyone involved to understand the rules, the company needs to hold meetings, which also require company meetings notices. Clearly if the company has only one director then a meeting of the company could happen when he is on the golf course considering what he wants to do with the the company’s activities. Having said this these matters still may need to be recorded as a matter of company Law. Where there are more than one director it becomes more important that decisions within the company and therefore we will help ensure you fulfill the requirements. To explain a little of what we deal with we have explained the process a little below.

What is a resolution?

A resolution is an agreement or decision made by the directors or members (or a class of members) of a company. When a resolution is passed, the company is bound by it. A proposed resolution is a motion. If the necessary majority is not obtained, then the motion fails. How is a vote taken? The vote on a resolution in a general meeting (or in a meeting of a class of members) is taken according to the rules in the company’s articles of association. Generally it is by a show of hands. Any member may demand a poll unless the company’s articles say otherwise. A declaration by the chairman that the resolution is carried on a show of hands is all that is required for a resolution to be passed. The number of votes for or against need not be counted.

Who must receive copies of a resolution before and after approval?

Notice of the intention to propose a resolution must be sent to company members. If a company has auditors, they must also be sent copies – or otherwise notified of the contents – of all proposed statutory written resolutions (see ‘different types of resolutions’ below). Companies House must be sent a copy of any resolution listed in the list below. The resolution must be:

In printed form (or in another form approved by Companies House), and;

Delivered to Companies House within 15 days of the date it was made or passed by the company.

What resolutions need to be sent to Companies House? A copy of every resolution or agreement listed below must reach Companies House within 15 days after it has been passed, including: Special and extraordinary resolutions:

Elective resolutions.

Class resolutions passed by unanimous agreement of all the members of a class of shareholders but which would otherwise have needed to be passed by a specific majority or in another manner must also be sent;

All resolutions or agreements that effectively bind all the members of any class of shareholders though all those members have not agreed them;

  • Directors’ resolutions ;
  • Ordinary resolutions ;
  • Resolutions for voluntary winding-up.

Having pointed these matters out you may start to become weary of what is required but don’t worry uneccessarily KRA will hold your hand through the process and ensure that if a resolution is needed the why and what for will be explained. We want you to put your energy into running the business.