Shareholder resolution at a meeting

This model can be used to record decisions made at shareholder meetings for a company’s own records and to file at Companies House if necessary.

Record keeping

Shareholders’ decisions are made by resolution. This model is suitable for recording resolutions made at meetings; see the Written Resolution if the decision is to be made without a meeting.

When shareholders pass a resolution at a meeting, the company secretary will note the result in the minutes of the meeting. The company should keep a copy of the resolution for its own records and, depending on the resolution, send a copy to Companies House.

Which resolution?

Special resolutions are required in certain situations, either by the legislation or the company’s articles. A special resolution must be labelled as such. Otherwise, the only difference is that a special resolution is passed by a larger majority (at least 75%) compared to an ordinary resolution (over 50%). See our Shareholder Resolutions Summary for further information.

The normal voting rights depend on how the resolution has been passed. On a show of hands, one shareholder usually has one vote; on a poll, it’s one vote per share. However, a company’s articles and the terms attached to particular shares often set out alternative rights.

Admin

If the resolution has been passed, it may need to be filed at Companies House (this applies to special resolutions and certain ordinary resolutions: see our Shareholder Resolutions Summary). If required, this must be done within 15 days of the resolution being passed. Otherwise, Companies House can issue you with a fixed penalty of £200, and you could also be prosecuted.

Whether or not it is filed at Companies House, you need to keep a copy of the resolution and its result with your company books.