Section 117: Resolution in lieu of meeting

117. Resolution in lieu of meeting (1) Subject to subsections (2) and (3), a resolution in writing, signed by shareholders, shall be valid as if it has been passed at a meeting of those shareholders, where the resolution is signed by shareholders who— (a) are entitled to vote on that resolution at a meeting of shareholders; and (b) hold not less than 75 per cent of the votes entitled to be cast on that resolution, or such percentage above 75 per cent as is required under the constitution. (2) Where a resolution in writing— (a) relates to a matter that is required by this Act or by the constitution to be decided at a meeting of the shareholders of a company; and (b) is signed by the shareholders specified in subsection (3), it shall be deemed to be made in accordance with this Act or the constitution of the company. (3) For the purposes of subsection (2) (b), the shareholders shall be the shareholders referred to in subsection (1). (4) For the purposes of subsection (2), any resolution may consist of one or more documents in similar form (including letters, facsimiles, electronic mail, or other similar means of communication) each signed or assented to by or on behalf of one or more of the shareholders specified in subsection (3). (5) It shall not be necessary for a private company to hold an annual meeting of shareholders under section 115 where everything required to be done at that meeting, by resolution or otherwise, is done by resolution in accordance with subsections (2) and (3). (6) Within 7 days of a resolution being passed under this section, the company shall send a copy of the resolution to every shareholder who did not sign the resolution or on whose behalf the resolution was not signed. (7) A resolution may be signed under subsection (1) or (2) without any prior notice being given to shareholders. [S. 117 amended by s. 5 (g) of Act 27 of 2012 w.e.f. 22 December 2012.]