Section 281 | Resolutions

(1)A resolution of the members (or of a class of members) of a private company must be passed—

(a)as a written resolution in accordance with Chapter 2, or

(b)at a meeting of the members (to which the provisions of Chapter 3 apply).

(2)A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).

(3)Where a provision of the Companies Acts—

(a)requires a resolution of a company, or of the members (or a class of members) of a company, and

(b)does not specify what kind of resolution is required,

what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity).

(4)Nothing in this Part affects any enactment or rule of law as to—

(a)things done otherwise than by passing a resolution,

(b)circumstances in which a resolution is or is not treated as having been passed, or

(c)cases in which a person is precluded from alleging that a resolution has not been duly passed.