Ireland · Members, registers, meetings and resolutions
Written resolutions of members, single-member decisions and registering resolutions
the Companies Act 2014 · sections 193 to 196, 198 and 199
Companies miss the 21-day, 14-day, 3-day and 15-day deadlines the written resolution routes set
The written resolution routes carry their own timetable and companies run past it. If a resolution passed under section 193(1) is not contemporaneously signed, the company must notify the members within 21 days after the date on which the documents are delivered to it (section 193(5)). The signatories must procure delivery to the company of the documents constituting the resolution within 14 days after the date of its passing (section 193(6)). Under the majority route, the company must notify every member within 3 days after delivery of the documents referred to in section 195(3) (section 195(2)).
Registration is the step that is forgotten once the decision has been taken. A copy of every resolution or agreement to which section 198 applies must be forwarded to the Registrar within 15 days after the date on which it was passed or made (section 198(1)). A late resolution is not cured by the next annual return.
Sections 193 to 198 set the written resolution routes, the single-member rule and the 15-day registration period
Sections 193 to 195 set the two written resolution routes for members, the unanimous route and the majority route, together with the notification periods described above. Section 196 governs the single-member company, and where the sole member exercises a power, right or obligation in a way that involves or consists of what section 196(7) describes, the section imposes the further requirement it sets out.
Section 198 lists the resolutions and agreements that must be registered and sets the 15-day period for forwarding a copy to the Registrar. A member is entitled to a copy on request on payment of ten euro or such lesser sum as the company may fix (section 198(3)). Section 199 governs the minutes of general meetings and the evidential effect of a minute signed in accordance with it.
The system generates your ComplianceSME company passport and then walks you through the working files
Working files 30 and 31 of the IE-COMPANY agent toolkit cover this situation. Working file 30 works through each written resolution passed, the route used, the signatures obtained, the dates of delivery and the notifications sent. Working file 31 works through the resolutions and agreements that section 198 catches, the date each was passed, the date each copy reached the Registrar, and the minute book for general meetings.
- Working file 30 · Written resolutions of members
- Working file 31 · Registration of resolutions, copies to members and minutes of meetings
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The working files above open from your ComplianceSME account at no charge, and so does the rest of the Companies Act 2014 toolkit: 215 working files across the 75 situations a company registered in Ireland can be in. Working file 1 runs first and builds the company passport; after that you open each working file as its situation arises.
A working file runs in Claude. You ask the ComplianceSME connector for it in a dedicated premium seat on the Claude Team plan. It asks one question at a time, then returns the document the Companies Act 2014 names, citing the Act's section at every step. Nothing is downloaded and nothing is installed.
The report stays yours, ready for a bank, an insurer, a customer or an inspector. Your dashboard shows every working file and its state.
Open this working fileComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete