s 63A Passing of resolutions by written means
63A.—(1) Despite any other provision of this Act, the unitholders of an unlisted registered business trust may pass any resolution by written means in accordance with the provisions of this section and sections 63B to 63G. (2) Subsection (1) does not apply to a resolution for which special notice is required. (3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more unitholders of the unlisted registered business trust who on that date represent —(a) at least 75%; or (b) if the trust deed of the unlisted registered business trust requires a greater majority for that resolution, that greater majority, of the total voting rights of all unitholders who on that date would have the right to vote on that resolution at a general meeting of the unitholders of the unlisted registered business trust. (4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more unitholders of the unlisted registered business trust who on that date represent —(a) a majority; or (b) if the trust deed of the unlisted registered business trust requires a greater majority for that resolution, that greater majority, of the total voting rights of all the unitholders who on that date would have the right to vote on that resolution at a general meeting of the unitholders of the unlisted registered business trust. (5) For the purposes of this section, a resolution of the unitholders of an unlisted registered business trust is formally agreed by a unitholder if —(a) the trustee-manager of the unlisted registered business trust receives from the unitholder (or the unitholder’s proxy if this is allowed) a document that —(i) is given to the trustee-manager in legible form or a permitted alternative form; (ii) indicates the unitholder’s agreement (or agreement on the unitholder’s behalf) to the resolution by way of the unitholder’s signature (or the unitholder’s proxy’s signature if that is allowed), or any other method that the trust deed of the unlisted registered business trust may provide; and (iii) includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and (b) the unitholder (or the unitholder’s proxy) had a legible text of the resolution before giving that document. (6) Nothing in subsection (3) or (4) is to be construed as requiring the requisite number of unitholders to formally agree to the resolution on a single day. (7) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a) in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or (b) in another form that —(i) is currently agreed between the trustee-manager of the unlisted registered business trust and the person as a form in which the thing may be sent or otherwise supplied to the trustee-manager; and (ii) is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non-legible form. (8) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting of the unitholders of the unlisted registered business trust, includes a reference to the passing of the resolution by written means in accordance with this section. (9) Any reference in this Act or any other law to the doing of anything at a general meeting of the unitholders of an unlisted registered business trust includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.[Act 30 of 2022 wef 12/03/2024]