Resolutions by circulation procedure

Without holding a shareholders’ meeting, resolutions may be adopted if all shareholders agree in writing to:

• the decision to be taken, or
• for a written vote.

The Commercial Companies Code thus provides for two modes of written voting.

The first one consists of the written consent of all shareholders to a specific resolution, which means that all shareholders speak unanimously on a resolution with the proposed content. In this case, all shareholders should take part in the written vote and vote unanimously as to its adoption.

The second way is that all shareholders agree to vote by written ballot, while the resolution itself is adopted with the required majority. In this case, unanimity refers to the decision on the mode of adoption of the resolution and not on its substance.

In practice, the application of the first mode consists in sending to the shareholder a document that will contain the text of the proposed resolution and a place for the consent to such resolution and signature.

In the second mode, the most practical solution is to send a document to the shareholder containing two resolutions: the first as to the form of the decision and the second relating to the substance of the matter. If all shareholders agree to adopt the resolution in writing, the results of the written vote on the resolution on the substance will be binding.

It should be borne in mind that the participation of all shareholders is required in order for a resolution to be effective. If a usufructuary or pledgee is entitled to exercise voting rights, they are entitled to take part in a written vote.

Author:

• advocate Katarzyna Gelo