Resolution of Members of a Company

A Resolution of Members of a Company is a document that outlines the key decisions made by the members of a company. A company resolution is the decision made by the members of the company at any general meeting, while a board resolution is the decision made by the directors of the company at any board meeting. Generally, a resolution is made after a meeting has been convened and held. However, the law permits members of a private company to make written resolutions. This requires members of the company may decide without having any meeting. They can make a collective written resolution.

There are two categories of resolution, namely:

• Special Resolution: This is the decision of at least 75% of the members of the company. This means that for a special resolution to be passed, it requires the vote of at least 75% of the members of the company. Some statutory changes require a special resolution, such as change/alteration of any provision in the memorandum and articles of association of a company, changing the name of a company, the voluntary winding of a company etc.

• Ordinary Resolution: This is the decision/vote of at least 51% (majority vote) of the company's members/board of directors. Some decisions that may require an ordinary resolution include: the election/re-election of directors, appointment of auditors, acceptance of financial and directors reports at the general meeting, and appointment and removal of directors.

For a resolution to pass, it must meet the following criteria:

• the resolution must be passed at a meeting (except it is a written resolution which does not require a meeting to be convened) which is properly convened and satisfy any quorum (this is the minimum number of members/directors that must be present in a meeting as stipulated in the Articles of Association). However, where a quorum is not present, the decisions made in the meeting may be invalid;

• this resolution must be drafted and put in the company's records; and

• if a meeting was duly convened and held, the Minutes of Meeting where the resolution was passed must be signed by the chairman and company secretary (if applicable).
  
  

How to use this document

This document can be used when the members of a company have made decisions relating to the company at a general meeting. These decisions may include, appointment of company directors, change of the company's name, change of business address, change of objects of the company, allotment of company shares financing, or increase or reduction of the company's share capital.

When the document is filled, this document should be signed by either two directors or one director and one secretary.

Once the document is signed, the company secretary or external lawyer needs to submit it, along with the necessary documents and corporate forms, to the Corporate Affairs Commission (CAC). This filing is necessary for updating the corporate records at the CAC.

Applicable law

The Companies and Allied Matters Act, 2020 applies to this document.

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