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England and Wales commercial and regulatory procedures

When must a special resolution be sent to Companies House?

Within fifteen days after it is passed or made. Forward the resolution, agreement or required written memorandum to the registrar. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.

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Period
Within fifteen days after it is passed or made
Trigger
Passing the relevant resolution or making the relevant agreement
Rule
Companies Act 2006, sections 29–30
Companies Act 2006, sections 29–30

Companies Act 2006, sections 29–30. The retained source governs forward the resolution, agreement or required written memorandum to the registrar. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.

Source guide · No automated date

Check the applicable procedure

First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms. Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy. The actual passing the relevant resolution or making the relevant agreement and required completion must be established before using a final date.

Companies Act 2006, sections 29–30

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When must a special resolution be sent to Companies House?

Within fifteen days after it is passed or made. Forward the resolution, agreement or required written memorandum to the registrar. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.

Responsible actor. Company.

Passing the relevant resolution or making the relevant agreement.

First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.

First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.

Companies Act 2006, sections 29–30

How does this provision count time?

  1. Forward the resolution, agreement or required written memorandum to the registrar.
  2. Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy.
  3. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.

Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy.

Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.

Companies Act 2006, sections 29–30

Which facts prevent one automatic date?

First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms. Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy. The actual passing the relevant resolution or making the relevant agreement and required completion must be established before using a final date.

ResultRead the operative provision and establish the applicable branch.

The company has established the applicable procedure and passing the relevant resolution or making the relevant agreement. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms. Forward the resolution, agreement or required written memorandum to the registrar. Within fifteen days after it is passed or made. No computed final date is supplied.

A proposed completion raises a nonbusiness-day or time-boundary question for forward the resolution, agreement or required written memorandum to the registrar. Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy. Resolve this boundary under the identified provision and actual completion route. Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy.

The resolution was not itself made in writing. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms. First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms. No automatic final date follows from this scenario.

Which conditions and exceptions apply?

Applicable procedure and actual event
First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.
Counting and completion boundary
Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy.
Companies Act 2006, sections 29–30
  • First establish that the resolution or agreement falls within the Chapter. A nonwritten resolution requires a written memorandum of its terms.
  • Company. Passing the relevant resolution or making the relevant agreement. Forward the resolution, agreement or required written memorandum to the registrar. Section 30 uses fifteen days after passing or making, rather than after drafting or signing a later copy.

What must the responsible actor complete?

Questions about this procedure

When must a special resolution be sent to Companies House?

Does every company resolution need this filing?

Only a resolution or agreement within the Chapter’s statutory scope.

Companies Act 2006, sections 29–30

What if the resolution was oral?

Section 30(1) requires a written memorandum setting out its terms.

Companies Act 2006, sections 29–30

Does preparing the copy restart fifteen days?

No. The Act uses when the resolution was passed or agreement made.

Companies Act 2006, sections 29–30

Who owes the filing duty?

The company, with statutory liability for defaulting officers.

Companies Act 2006, sections 29–30

Does the rule also apply during liquidation?

Section 30(4) treats the liquidator as an officer for this purpose.

Companies Act 2006, sections 29–30

What evidence should be retained?

The resolution or memorandum, its operative date and registrar receipt.

Companies Act 2006, sections 29–30

Official sources and review

Provisions used (1)
Provisions used in this guide
ProvisionPurpose
Companies Act 2006, sections 29–30Check the identified procedure, event, counting rule or qualification
Read the official controlling provision

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