If a private company has two voting shareholders with equal holdings, can a short notice consent be valid if only one signs?

If a private company has two voting shareholders with equal holdings, can a short notice consent be valid if only one signs?

• A. Yes
• B. No
• C. Only if the Articles allow
• D. It is valid if the other signs later

Answer: (B)

Short notice consent is a written resolution of the members that takes effect only with the agreement of all those entitled to vote. When a private company has two voting shareholders, each with a vote, both must sign for the resolution to be valid. If only one signs, there’s no unanimous consent, so the written resolution cannot take effect. The fact that the other shareholder might sign later does not make the initial signing valid—the resolution becomes effective only when the last required signature is obtained. Articles cannot normally override this statutory requirement to obtain unanimous agreement for a written resolution.

Short notice consent is a written resolution of the members that takes effect only with the agreement of all those entitled to vote. When a private company has two voting shareholders, each with a vote, both must sign for the resolution to be valid. If only one signs, there’s no unanimous consent, so the written resolution cannot take effect. The fact that the other shareholder might sign later does not make the initial signing valid—the resolution becomes effective only when the last required signature is obtained. Articles cannot normally override this statutory requirement to obtain unanimous agreement for a written resolution.