A very dull company law q. - authorising share buyback

A & B are the directors of Xco and hold >50% of the shares. They have agreed provisionally a buyback of C and D, the other shareholders. HMRC clearance has been given.

To comply with s694, a single written resolution to approve all of the buybacks is circulated. But it needs only to be circulated to A & B right ? C and D are not eligible members, per s695 ?

Thanks. Can offer out of date dodgy tax advice in exchange if wanted. 

Hi eeyore, that sounds right to me.

C and D would not be eligible members and the directors are therefore not required to circulate the written resolution to them (section 291 CA 2006). The signatures required to pass the resolution as an ordinary resolution would, I think, then be governed by section 282 (i.e. a simple majority of the total voting rights of the eligible members).

Being the sad loner that I am, this was actually an interesting question for my Saturday morning!

Thanks chap(esse)s.

"Being the sad loner that I am, this was actually an interesting question for my Saturday morning!"

Heh. You're on ROF. Everything is an improvement from that starting point :)