Section 163 - Written resolutions

(1) Except as provided in subsection (5), a resolution in writing signed by all the members for the time being entitled to attend and vote on the resolution at a general meeting, or being bodies corporate by the duly authorised representatives of the bodies corporate, is as valid and effective, for the purposes of this Act as if the resolution had been passed at the general meeting of the company duly convened and held.

(2) Subsection (1) applies where the company has only one member entitled to vote.

(3) A resolution described as a “special resolution” is a special resolution within the meaning of this Act.

(4) A resolution is passed on the date on which the resolution was signed by the last member to sign, and where the resolution states a date as being the date of the signature by a member, that statement is sufficient evidence that the resolution was signed by that member on that date.

(5) Subsections (1) and (4) do not apply to a resolution to remove an auditor, which can be passed only at a general meeting in accordance with section 141, or to remove a director, which can be passed only at a general meeting in accordance with section 176.