Chapter 6Companiescompany’s auditor is entitled to receive all such com-
munications relating to the resolution. This will not
apply where the company has taken the audit exemption
and has no auditors.
Records
The company is required to keep a record of written
resolutions and the signatures of those members who
signed them in a record book which is, in effect, a sub-
stitute for what would, in the case of a meeting, be the
minutes.
Resolutions and the ‘Duomatic
principle’ of unanimous consent
Some of the smaller private companies are not always
meticulous at observing the legal formalities of decision-
making within corporate law. It is therefore helpful to
note in this regard that where all the shareholders of a
company assent on a matter that should be brought into
effect by a resolution in general meeting (or a written
resolution) the unanimous consent of all the sharehold-
ers without a formal meeting or written resolution is
enough to satisfy the law. This is called the Duomatic
principle, from the case in which it was most famously
canvassed, i.e. Re Duomatic(1969). A more recent
example of the use of the principle appears below.
the period for which notice of the meeting must norm-
ally be given.
■As regards proxies, a member may appoint a proxy
electronically by communicating with an electronic
address supplied by the company for the purpose.
■As regards the filing of resolutions and other documents
with the Registrar of Companies, the order enables
the Registrar to direct that any document required
to be delivered to him under the Companies Act 1985
and the Insolvency Act 1986 may be delivered elec-
tronically in a form and manner directed by him. In
practice, Companies House gives guidance on these
matters.
■Special articles are overriden and do not require
amendment, but companies should do so in line with
best practice.The annual return
Under s 854 a company must file an annual return with
the Registrar of Companies. It must be made up to a
date of 12 months after the previous return or, in the
case of the first return, 12 months after incorporation.
The company may move the date of its next annual
return by indicating the new date on the current annual
return. The new date then governs future annual sub-
missions. The return must be delivered to the Registrar
within 28 days of the make up date.The shuttle concept
Under a procedure introduced by the Registrar of Com-
panies, companies are issued with a shuttle document
containing all the information relevant to the annual
return which the Register already holds on the com-
pany’s file. The company is merely required to confirm
or amend the shuttle document and return it. There is
no need as formerly to complete a blank form.
If the return is not made, the company and every
officer in default is liable to a fine, and in addition the
directors may become disqualified by the court.The electronic shuttle
We have noted that the CA 2006 allows the Registrar
of Companies to direct that documents to be delivered
to Companies House may be so delivered by electronic
means. In this connection, Companies House is looking
at the feasibility of introducing an e-shuttle for submis-
sion of annual returns. Instead of sending a company a
pre-printed form as now, it would send the information175Deakinv Faulding(2001)The case was brought to decide upon the validity of cer-
tain bonuses paid to a director of a company. The pay-
ment had not been approved by an ordinary resolution of
the members either in a meeting or by written resolution
as the articles required. The new owners of the company
wanted to recover the bonuses. It appeared that all the
shareholders had informally agreed to the payments
which were declared by the High Court to be valid under
the Duomatic principle.Impact of Schs 4 and 5 to the CA 2006
■Notices of meetings can be sent electronically to those
entitled to receive them. Either notices can be sent
directly to an electronic address supplied for the pur-
pose by the recipient or they can be published on a
website and the recipient notified of their availability
in a manner agreed with him. In the latter case, the
notice must be published on the website for at least