Resolutions to be Filed, and the Report on the Annual General Meeting

In one line

Some resolutions are too important to stay inside the company, so copies go to the Registrar within thirty days and onto the public file, and a listed company must additionally file a report certifying that its annual general meeting was properly held.

In exam wording: section 117(1) requires a copy of every resolution or agreement in respect of the matters specified in section 117(3), together with the explanatory statement under section 102, to be filed with the Registrar within thirty days; and section 121 requires every listed public company to prepare a report on each annual general meeting and to file it within thirty days of the conclusion of the meeting.

Why the law has this at all

The register exists so that a stranger can find out what a company has done without asking it. Most of what a company does never needs to be there. But some decisions change the company's constitution, its management or its very survival, and anybody dealing with it afterwards needs to be able to discover them.

So section 117(3) is a list, and every item on it is a decision an outsider has a legitimate interest in: the special resolutions that alter the company's basic documents, the appointment and terms of the managing director, decisions binding a class of members, and the resolution to wind the company up.

And section 117(1)'s proviso does something separate and clever. A resolution altering the articles must be embodied in or annexed to every copy of the articles issued afterwards. Filing tells the register; the proviso tells anybody who asks the company for its articles. Without it, a company could hand out a clean, out-of-date set of articles for years.

Section 121 answers a different question: not what was decided, but whether the meeting was properly held at all. For a listed company, with thousands of shareholders who were not there, that assurance is worth having on the public file.

Some words this chapter uses

An agreement in section 117 means a contract having the effect the sub-section describes, filed alongside resolutions. A specified majority means a majority the Act or the articles requires for a particular purpose. The public domain is the Registrar's public file. A liquidator is included among the officers who may be in default under section 117(2). Convened, held and conducted are the three things section 121 requires to be confirmed.

What must be filed: section 117(3)

The section applies to:

• (a) special resolutions;
• (b) resolutions agreed to by all the members of a company which, if not so agreed, would not have been effective unless passed as special resolutions;
• (c) any resolution of the Board, or agreement executed by the company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;
• (d) resolutions or agreements agreed to by any class of members which, if not so agreed, would not have been effective unless passed by a specified majority or in some particular manner; and all resolutions or agreements which effectively bind such a class of members though not agreed to by all of them;
• (f) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code 2016;
• (g) resolutions passed in pursuance of section 179(3); and
• (h) any other resolution or agreement as may be prescribed and placed in the public domain.