Section 262 of The Companies Act No. 17 of 2015: Written resolutions of private companies
(1) For the purpose of this Division, a resolution is a written resolution of aprivate company if it is proposed and passed by the company in accordance with this Division.
(2) The following may not be passed as a written resolution—
(a) a resolution under section 139 removing a director from office before the end of the director's period of office; or
(b) a resolution under section 739 removing an auditor before, the end of the auditor's term of office.
(3) Either the directors or members of a company may propose a resolutionas a written resolution.
(4) A written resolution has effect as if passed—(a) by the company in a general meeting; or
(b) by a meeting of a class of members of the company.
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- Section 263 - Who is entitled to vote on a written resolution
(1) In relation to a resolution proposed as a written resolution of a privatecompany, the eligible members are the members who would have been entitled to vote on the resolution on the circulation...
- Section 264 - Circulation date for written resolutions
A reference in this Part to the circulation date of a written resolution is to the date on which copies of the written resolution are sent or delivered to members or, if copies are sent or delivered...
- Section 265 - Circulation of written resolutions proposed by directors
(1) This section applies to a resolution proposed as a written resolution by the directors of the company.
(2) The company shall send or deliver a copy of a written resolution of the directors of the...
- Section 266 - Right of members to require circulation of written resolution
(1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
(2) A resolution may properly be...
- Section 267 - Circulation of written resolution proposed by members
(1) A company that is required under section 266 to circulate a resolution shall, subject to section 268, or an application not to circulate a members' statement, send to every eligible member of the...
- Section 268 - Requisitioning members to meet expenses of circulation
(1) The members who requested the circulation of the resolution shall meet the cost of circulating the resolution unless the company otherwise resolves.
(2) Unless the company has previously so...
- Section 269 - Application not to circulate members’ statement
(1) A company is not required to circulate a members’ statement under section268 if, on an application by the company or another person who claims to be dissatisfied, the Court is satisfied that the...
- Section 270 - Procedure for signifying agreement to written resolution
(1) A member signifies agreement to a proposed written resolution when the company receives from that member, or from someone acting on the members’ behalf, an authenticated document—
(a) identifying...
- Section 271 - Deadline for agreeing to written resolution
(1) A proposed written resolution lapses if it is not passed before—(a) the deadline specified for this purpose in the company's articles; or
(b) if no deadline is specified the expiry of twenty...
- Section 272 - Sending documents relating to written resolutions by electronic means
If a company has given an electronic address in a document containing, or enclosed with or attached to, a proposed written resolution, any document or information relating to that resolution may be...
- Section 273 - Publication of written resolution on website
If a company sends to a person by means of a website—
(a) a written resolution; or
(b) a statement relating to a written resolution, the resolution or statement is not validly sent unless the...
- Section 274 - Relationship between this Division and provisions of company's articles
A provision of the articles of a private company is void to the extent that it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be...
- Section 275 - Resolutions at general meetings
A resolution of members of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given; and
(b) the meeting is held and conducted, in accordance...
- Section 275A - Annual general meeting
(2) Every company shall convene a general meeting once a year.
(3) Subsection (1) does not apply to single member companies.
(4) The Registrar may, on the application of the company or for any other...
- Section 276 - Power of directors to convene general meetings
The directors of a company may convene a general meeting of the company.
- Section 277 - Right of members to require directors to convene general meeting
(1) The members of a company may require the directors to convene a general meeting of the company.
(2) The directors are required to convene a general meeting as soon as practicable after the...
- Section 278 - Directors’ duty to convene general meeting required by members
(1) If requested to convene a general meeting of the company, the directorsshall —
(a) do so within twenty-one days from the date on which request was made; and
(b) hold the meeting on a date not...
- Section 279 - Power of members to convene general meeting at the expense of the company
(1) If, after having been required to convene a general meeting under section277, the directors fail to do as required by section 278, the members who requested the meeting, or any of them...
- Section 280 - Power of Court to order general meeting to be convened
(1) This section applies if for any reason it is impracticable—
(a) to convene a meeting of a company in any manner in which meetings of that company may be convened; or
(b) to conduct the meeting...
- Section 281 - Amount of notice to be given for general meetings
(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice.
(2) In convening a general meeting, a public company shall...
- Section 282 - Manner in which notice of general meeting to be given
A company shall give notice of a general meeting—
(a) in hard copy form;
(b) in electronic form;
(c) by means of a website; or
(d) partly by one such means and partly by one or more of the other...
- Section 283 - Publication of notice of general meeting on company's website
(1) Notice of a general meeting that is given by a company by means of awebsite is not effective unless it is complies with this section.
(2) In notifying its members of the presence on a website of...
- Section 284 - Persons entitled to receive notice of general meetings
(1) A company shall send a notice of a general meeting of the company to—(a) each member of the company; and (b) each director.
(2) In subsection (1), the reference to a member includes any person...
- Section 285 - Contents of notices of general meetings
In giving notice of a general meeting, a company shall specify—
(a) the time and date of the meeting;
(b) the place of the meeting;
(ba) in the case of a hybrid or virtual meeting, specify the...
- Section 286 - Offence for company to fail to comply with section 281, 282, 283, 284 or 285
(1) If a company fails to comply with a requirement of section 281(1) or (2),282, 283 (2) or (3), 284 (1) or 285, the company, and each officer of the company who is in default, commit an offence and...
- Section 287 - Resolution requiring special notice
(1) If a provision of this Act requires a special notice of a resolution to be given, the resolution is not effective unless notice of the intention to move it has been given to the company at least...
- Section 288 - Accidental failure to give notice of resolution or general meeting
(1) If a company gives notice of—
(a) a general meeting; or
(b) a resolution intended to be moved at a general meeting, an accidental failure to give notice to one or more persons is to be...
- Section 289 - Power of members to require circulation of statements
(1) The members of a company may require the company to circulate, to members of the company entitled to receive notice of a general meeting a statement of not more than one thousand words with...
- Section 290 - Duty of company to circulate members’ statements
(1) A company that, in accordance with section 289, is required by its membersto circulate a statement shall send to each of its members who is entitled to receive notice of the meeting a copy of the...
- Section 291 - Who is liable to meet cost of circulating members’ statements
(1) The members who requested the statement to be circulated need not paythe expense incurred by the company in complying with section 290 if—
(a) the meeting to which the requests relate is an...
- Section 292 - Quorum for general meetings
(1) In the case of a company limited by shares or guarantee and having onlyone member, one qualifying person present at a meeting constitutes a quorum.
(2) In any other case, (subject to the articles...
- Section 293 - Members present may elect person to preside at general meeting
(1) The members present at a general meeting of the company may, by ordinaryresolution, elect one of the members to preside at the meeting.
(2) Subsection (1) is subject to a provision of the...
- Section 294 - Person presiding at general meeting may declare result of voting on ashow of hands
(1) On a vote on a resolution at a meeting with a show of hands, the personpresiding at the meeting may declare that the resolution—
(a) has or has not been passed; or
(b) has passed with a...
- Section 295 - Right of members to demand a poll at general meeting
(1) A provision of a company’s articles is void to the extent that it would have theeffect of excluding the right to demand a poll at a general meeting on a resolution other than one...
- Section 296 - Member not obliged to use all votes when voting on a poll at generalmeeting
A member who is entitled to cast two or more votes at a poll taken at a general meeting of a company is not obliged to use all of those votes or to cast them all in the same way.
- Section 297 - Representation of bodies corporate at general meetings
(1) If a body corporate is a member of a company, it may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at a...
- Section 298 - Right of members to appoint proxies
(1) A member of a company is entitled to appoint another person as themember’s proxy to exercise all or any of the member’s rights to attend and to speak and vote at a meeting of the company.
(2) A...
- Section 299 - Notice of general meeting to contain statement of rights of members to appoint proxies
(1) In every notice convening a meeting of a company, the company shallinclude a prominently displayed statement informing the member of—
(a) the member's rights under section 298; and
(b) any more...
- Section 300 - Company sponsored invitations to appoint proxies
(1) If, for the purposes of a meeting, invitations are issued at the expense of the company to members to appoint as a proxy a specified person, or a number of specified persons, the company shall...
- Section 301 - Notice of appointment of proxy to be given to company
(1) This section applies to—
(a) the appointment of a proxy; and
(b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy.
(2) A provision of the...
- Section 302 - Proxy can be elected to preside at general meeting
(1) A proxy may be elected to preside at a general meeting by a resolution ofthe company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company's articles that states...
- Section 303 - Right of proxy to demand a poll at general meeting
(1) The appointment of a proxy to vote on a matter at a meeting of a companyauthorises the proxy to demand, or join in demanding, a poll on that matter.
(2) In applying section 295 to a proxy of a...
- Section 304 - Notice to be given to company of termination of proxy’s authority
(1) A member of a company who has appointed a person to act as a proxy of the member may terminate the appointment by notice.
(2) The termination of the appointment of a person to act as proxy does...
- Section 305 - Articles may confer more extensive rights on members and proxies
Sections 298 to 304 do not prevent a company’s articles from conferring more extensive rights on members or proxies than those conferred by those sections.
- Section 306 - Resolutions passed at adjourned general meeting
If a resolution is passed at an adjourned general meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and may not...
- Section 307 - Sending to members documents relating to general meetings in electronic form
(1) If a company has given an electronic address in a notice conveninga general meeting, any document or information relating to proceedings at the meeting can be sent by electronic means to that...
- Section 308 - Application of Division 3 to meetings of holders of classes of shares
(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of shares of a company as it applies to a general meeting of the...
- Section 309 - Application of Division to meetings of classes of members of company having no share capital
(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of members of a company having no share capital as it applies to a general...
- Section 310 - Public companies: annual general meeting
(1) Every public company shall hold a general meeting as its annual general meeting within six months from and including the day following its accounting reference date in each year, whether or not it...
- Section 311 - Public companies: notice of annual general meeting
(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting.
(2) An annual general meeting may be convened by...