- Board and Shareholder Decisions

Relaxed regime for board and shareholder decisions

Board Decisions
Previous law required that for directors' meetings, the directors were either all together in the room or were in simultaneous communication (i.e. telephone or video conference). This obstructed decision-making, particularly in cases where the directors were in different time zones. Now unanimous decisions can be made in different places, at different times and by any mode of communication. For unanimous decisions, the directors need only signal their approval; for majority decisions the directors must have the opportunity to exchange their views and a majority must vote in favour.

Shareholder Decisions
In meetings: annual general meetings are no longer required by law for private companies, although it is likely that existing companies' constitutions will still require them to be held. General meetings can be held on 14 clear days' notice (it used to be 14 or 21, depending on whether the decision required a simple majority (ordinary resolution) or the approval of 75% of the voting shares (special resolution)).

By written resolution: written resolutions of the shareholders used to have to be signed by all of the holders of voting shares, regardless of whether it was a special resolution or an ordinary resolution. Now only 50% need to sign if the resolution is an ordinary resolution and 75% if it is a special resolution.