The Companies Act, 2008, allows for shareholders and directors of a company to pass a resolution, without a formal meeting (“Round Robin”). This ordinary resolution is a written Round Robin Resolution for directors of a company and applies to areas that don’t require special resolution as per your MOI and/or Shareholder’s Agreement. General Round Robin Resolutions refer to a written resolution circulated amongst the directors including the supervisory board directors for their approval or disapproval and signed by the majority of the board members. In business or commercial law, an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature.
Broadly speaking, resolutions of the board of directors and the shareholders may be adopted in one of two ways: (i) at a meeting by way of a vote (whether on anonymous voting cards, a poll, by show of hands, or otherwise); or (ii) written round-robin resolutions. One of the many innovative features of the Companies Act, 2008 (the “Act”) is that it has brought the corporate decision-making procedure in line with modern business practice by expressly allowing for the adoption of resolutions by way of a round-robin method.
Ensure that the resolution falls within the ambit of your board’s decision-making capacity as contained within your founding documents.