Written shareholder resolution

Written resolutions can be used for the vast majority of shareholder decisions. Our blank model sets out the form for the resolution, which you can adapt to the decision in question.

Using a written resolution

Private companies can use the written resolution procedure set out in the Companies Act 2006, or an alternative procedure set out in the articles. Our model resolution follows the statutory procedure. If your company’s articles set out an alternative procedure, you can adapt the model as necessary.

See our Written Resolution Procedure for an explanation of the procedure itself.

Restrictions

The only restriction for private companies is that written resolutions cannot be used to remove a director from office, or to remove/replace an auditor, because there is an extra stage to passing these resolutions (called “special notice”) to give the director/auditor concerned the chance to respond.

Public companies can only use written resolutions if their articles set out a procedure for doing so.

Special or ordinary 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 bigger majority (at least 75%) compared to an ordinary resolution (over 50%).

The default voting rights on a written resolution are that each share equals one vote. However, check the articles and share rights because they may alter this position.

Admin

Once the deadline has passed, count the votes to see if the resolution was carried.

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.