DEREGULATION Citation, commencement and interpretation 1 1 This Order may be cited as the Deregulation (Resolutions of Private Companies) Order 1996 and shall come into force 14 days after the day on which it is made. 2 In this Order “the 1985 Act ” means the Companies Act 1985. Elective resolutions: effect when passed at meetings convened at short notice 2 In section 379A of the 1985 Act (elective resolutions) after subsection (2) (under which an elective resolution is not effective unless passed at a meeting of which at least 21 days' notice has been given) there shall be inserted— 2A An elective resolution is effective notwithstanding the fact that less than 21 days' notice in writing of the meeting is given if all the members entitled to attend and vote at the meeting so agree. Written resolutions: auditors 3 1 For section 381B of the 1985 Act (under which a written resolution which concerns the auditors as auditors is not effective if the auditors give notice to the company that it should be considered at a general meeting) there shall be substituted— Duty to notify auditors of proposed written resolution 381B 1 If a director or secretary of a company— a knows that it is proposed to seek agreement to a resolution in accordance with section 381A, and b knows the terms of the resolution, he shall, if the company has auditors, secure that a copy of the resolution is sent to them, or that they are otherwise notified of its contents, at or before the time the resolution is supplied to a member for signature. 2 A person who fails to comply with subsection (1) is liable to a fine. 3 In any proceedings for an offence under this section it is a defence for the accused to prove— a that the circumstances were such that it was not practicable for him to comply with subsection (1), or b that he believed on reasonable grounds that a copy of the resolution had been sent to the company’s auditors or that they had otherwise been informed of its contents. 4 Nothing in this section affects the validity of any resolution. 2 In consequence of paragraph (1) above— a in section 381A(5) of that Act (date of passing of a written resolution), the words from “unless” to the end are hereby repealed, b in section 390(2) of that Act (further provision with respect to the rights of auditors in relation to a proposed written resolution) , paragraphs (b) to (d) are hereby repealed, and c in Schedule 24 to that Act (punishment of offences) there shall be inserted at the appropriate place— 381B(2) Director or secretary of company failing to notify auditors of proposed written resolution. Summary. Level 3 on the standard scale. 3 This article has effect in relation to written resolutions first proposed on or after the day on which this Order comes into force. Written resolutions: relationship of statutory procedure and company’s constitution 4 In section 381C(1) of the 1985 Act (under which the procedure for written resolutions under sections 381A and 381B of that Act is expressed to have effect notwithstanding any provision of the company’s memorandum or articles) there shall be inserted at the end “, but do not prejudice any power conferred by any such provision.” Phillip Oppenheim, Minister for Company Affairs, Department of Trade and Industry 5th June 1996