Round Robin Resolution (Special board resolution)

Round Robin Resolution (Special board resolution)

The Companies Act, 2008, allows for shareholders and directors of a company to pass a resolution, without a formal meeting (“Round Robin”). This special resolution is a written  Round Robin Resolution for directors of a company and applies to areas that require special resolution as per your MOI and/or Shareholder’s Agreement. Special resolutions – also known as ‘extraordinary resolutions’ – are needed for more important decisions or those decisions affecting the constitution of a company; these will be stipulated in the aforementioned documents. 

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.

Round-robin resolutions can be done, for example, by circulating the written resolutions by way of e-mail and then allowing the same document to be signed in counterparts separately. This is then sent back to the company so as to be put together to form a composite signed round robin resolution.

Always ensure that the resolution falls within the ambit of your board’s decision making capacity as contained within your founding documents.

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