We are going to form a company and we're going to be amending the articles of association before the company is founded, we are going to put in stipulations to say that most decisions need 72% approval e.g 3 shareholders which hold 24% of the share each, including special resolutions, do we need to hold meeting to pass a special resolution or because the company is not formed yet, no special resolution needs to be passed, as it is written down before the company was formed? the shareholder agreement is in place stating that 72%of agreement is needed, the article of association will also be amended to state that and the director cannot sell assets and other restrictive director clauses etc. i need to know whether special resolution would need to be filed as well as all this would be in place at the time company is formed/registered. Also we only require %72 to pass a special resolution in our company, can we legally state that, like in the shareholder agreement and in the article of association? If yes, would it need to be still filed with company house, as they class a special resolution only if it is %75 or above and we only require %72? Or would they not think that it is a special resolution?
special resolution passed when 75% or can you amend articles of association to say72%
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You can deal with this in a shareholders agreement covering how important decisions are to be made.Lawyer (solicitor) - retired from practice, now supervising solicitor in a university law clinic. I do not advise by private message.
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