Introduction to this document

Wording for resolution authorising the company to use e-communication

Companies can provide documents and other information to shareholders electronically, as long as their articles allow or their members pass a resolution to this effect. Whichever method is used the individual members must be given a choice whether or not they are happy to communicate with the company in this way.

The resolution

Rather than going to the hassle and expense of needing to change the company’s articles, a simpler method is just to ask the members to pass a resolution to allow the company to send its communications in this way. It’s effectively asking the members in plain English to authorise the company to use electronic communications with its members and to authorise the company to send or supply documents or information to its members via the company’s website.


Some formalities

Because it’s a members’ resolution, it will require 51% of the votes to pass. To achieve this, either set up a general meeting or, better still, take advantage of the written resolution procedure.  Whichever method is used, ensure a copy of the resolution is filed at Companies House within 15 days of being passed.


Don’t forget

As well as passing the resolution, you also need the individual consent of each shareholder. If the member fails to respond to the company’s letter, they’re deemed to have agreed to receive information this way. They have 28 days to make up their mind.