Written Resolutions: Deciding Without a Meeting

A written resolution in a Mauritius company is a decision recorded in a signed document instead of being voted at a meeting. It is often called a circular resolution when it is passed round the board, and a unanimous written consent when every eligible person signs. The tool is practical for a company whose directors or shareholders are in different countries, but it is not a free pass: the constitution, the type of decision and the statute decide whether paper is enough.

This page explains where a written resolution fits, who must sign, how to draft and store it, and where it stops being the right instrument. For the meeting alternative, see board meetings of a Mauritian company.

What a written resolution is, in plain terms

A resolution is the formal act by which a company body decides something. A meeting is one way to reach it. A written resolution is another: the text is circulated, each person entitled to vote signs or confirms in writing, and the decision takes effect once the required signatures are in.

Two bodies can decide this way, and they should not be mixed up:

• The board of directors, for management decisions such as approving a contract, opening a bank account or authorising a signatory.
• The shareholders, for decisions reserved to them, such as amending the constitution or changing the company name.

The label "circular resolution" is mostly used for the board. "Written resolution" is the broader term and is the one that matches the Companies Act 2001 and most constitutions. Whichever name your documents use, check what the company's constitution says first: it may widen or narrow what can be done on paper.

When a decision can be taken in writing

There is no single rule that fits every company. Three questions settle most cases.

1. What does the constitution allow?

The constitution (or articles) is the first stop. It usually sets out how directors may pass a resolution without meeting and whether shareholders may do the same. A clause that is missing, restrictive or silent is a reason to take advice before relying on paper.

2. Which body is deciding?

Board decisions on routine matters are the most common use. Shareholder decisions are possible too, but the Companies Act 2001 attaches formalities to some of them. A change of name, for example, requires a special resolution of shareholders unless the constitution provides otherwise, and a copy must be filed with the Registrar of Companies (Companies Act 2001, s. 36). Whether that special resolution can be passed in writing, and by whom, depends on the constitution and the Act, so confirm it before circulating the document.

3. Does anything in the situation call for a meeting?

Some decisions are better debated than signed. A director with a personal interest, a contested transaction or a payment out of the company's profits all call for discussion and a clear record of who weighed what. See declaring a conflict of interest and the solvency test before a dividend for decisions where directors should be able to show their reasoning.

Which majority applies

The majority depends on the body and on the type of resolution, not on the fact that it is written.

Two practical points follow:

• Unanimity is the safest standard. A document signed by every director or every shareholder entitled to vote leaves little room for later argument, which is why "unanimous written consent" is common in practice.
• A lower majority may be enough where the statute and the constitution allow it, but then the company must be able to show that every person entitled to vote was given the text and the chance to respond. The detail of ordinary and special resolutions is explained in ordinary and special resolutions explained.

A one-person or small company

In a small private company with a single director who is also the only shareholder, the board and the shareholders are the same person, yet the two capacities remain distinct. A decision taken in the director's capacity and one taken in the shareholder's capacity are best written as two separate documents, or at least as two clearly headed resolutions. The same logic applies to a company with one director and several shareholders, covered in compliance for a small private company with one director.

For a one person company, the Companies Act requires the application to name the person who will act as secretary and call a meeting of heirs if the sole director dies. That is a reminder that paper decisions still need an identifiable person behind them.

How to pass a written resolution

Drafting the text

Keep it short and specific. A good written resolution contains:

• the name of the company and its registration details;
• the body that is deciding (board or shareholders);
• the decision, in words that can be acted on without further explanation;
• the date from which it takes effect;
• a signature block for each person entitled to vote, with the date each one signs.

Attach, rather than summarise, the documents the decision relies on: the draft contract, the quotation, the bank form. If you rewrite them in the body of the resolution, the two versions may drift apart. For wording of a meeting record, which this page does not repeat, see how to write board minutes step by step.

Signatures and dates

The date matters: the resolution takes effect when the last required signature is given, unless the text says otherwise and the law allows it. Make sure each signatory writes the date of their own signature. If a director signs in a different time zone, record the date they actually signed rather than the date of circulation.

Where a signatory is abroad, a scan or an electronic signature is common. Check that the constitution does not require original signatures and that your corporate service provider accepts the format. People managing from another country will find the related practical points in running a Mauritius company from the United Kingdom and similar pages for other jurisdictions.

Keeping and filing the record

A resolution that cannot be found is, in practice, a resolution that cannot be proved. Three habits keep the file in order.

Store it with the company's records

Place the signed document in the minute book and note it in a register or index of resolutions. Under the Financial Services Act, the registered agent of an Authorised Company is responsible among other things for keeping the records, including minutes, resolutions and transaction documents (art. 71A(8) FSA). Whoever holds the file, the company remains responsible for being able to produce it. The wider framework is in company records: what to keep and for how long.

Update the statutory registers

Some resolutions change the registers directly: the appointment of a director, a transfer of shares, a new charge. Update the register when the resolution is signed and keep the two consistent. The share register must be kept for at least 7 years after the transaction it records (Companies Act 2001, s. 91). See statutory registers a Mauritian company must keep for what each register contains.

File what the law requires, in time

A resolution is not always the end of the matter. A change of director or secretary, or of their contact details, must be notified to the Registrar within 28 days. Where the company fails to do so, each director and the secretary commits an offence liable to a fine of up to Rs 200 000 (Companies Act 2001, s. 142). The deadline runs from the change, so build the filing into the same workflow as the signature. For the wider list of due dates, use the compliance calendar for a Mauritian company.

When a meeting is the better choice

A written resolution is a convenience, not a substitute for governance. Prefer a meeting when:

• directors disagree or one of them asks for a discussion;
• a director has a personal interest that needs to be declared and handled;
• the decision is large, unusual or likely to be questioned by a lender, tax authority or regulator;
• the constitution or the Act requires a meeting for that item;
• the company is a holding vehicle whose board must show real oversight, a point developed in a holding company's year.

Common mistakes

• Mixing capacities. One document signed by "the owner" that blends a board decision and a shareholder decision is hard to rely on later. Separate them.
• Missing a signatory. A resolution that needs every director is not valid because most of them signed. Track who has signed.
• Back-dating. Dating the document earlier than the last signature creates a false record. If urgent, say so in the text and sign promptly.
• Forgetting the filing. The decision is internal, but a change in the board, the name or the registered office has to be notified to the Registrar. For a registered office, the change takes effect no earlier than 7 days after the notice is registered (Companies Act 2001, s. 187-188).
• Filing away the draft. Keep the signed version, not a draft, and note the date it became effective.

A short checklist before you sign

• The constitution allows a written resolution for this decision
• The correct body is deciding (board or shareholders)
• The text is specific and refers to attached documents
• Every person entitled to vote has received the same wording
• Each signature carries its own date
• The signed document is in the minute book and the registers are updated
• Any statutory notice or copy has been filed with the Registrar

Where to go next

If the company uses a corporate service provider, ask who keeps the originals and how fast a signed scan reaches the file. Our page on choosing a corporate services provider lists the points worth raising. If you are unsure whether a specific decision can be taken on paper, the answer depends on your constitution and facts: send the details through the contact form and the request can be passed to an FSC-licensed corporate service provider (Management Licence). This page is general information and not legal advice.