Why does my company need written resolutions?
Comply with UK company law: Certain decisions of a company which are fundamental (for example, the issue of new shares in the company) often require the approval of the company’s members (i.e. its shareholders). Company law in the UK (the Companies Act 2006) sets out certain decisions that require shareholder approval, but other decisions can also be set out in the company’s articles of association, shareholders’ agreement or other investment agreements.
Document decisions: Where the law (or the company's governance documents) require that decisions are made by shareholders (as opposed to directors), it's not only important that those decisions are actually made by shareholders, but also that those decisions are documented. Using a written resolutions template is a way of ensuring that the decisions of shareholders are properly documented and a record of the decisions is kept.
Shareholder decisions: This written resolution template is for documented decisions made by members/shareholders of a company. For decisions made by the company's directors, use this board minutes template instead.
What type of resolution is needed?
Ordinary vs special resolution: The required majority for decision-making by a company’s members (i.e. shareholders) depends on the type of resolution required:
– For an ordinary resolution the required majority is a simple majority (i.e. 51%) of the total voting rights of eligible members. Examples of matters that can typically be decided via an ordinary resolution are the allotment of shares, appointing a new director or approving a director's long-term service contract; and
– For a special resolution it is 75% if the total voting rights of eligible members. Examples of matters that must be decided by a special resolution include the disapplication of pre-emption rights or amending the company's articles of association.
Amending your articles: Need help with amending your company’s articles of association? If you're using this written resolution template to amend your company's articles, you might find our guide to amending articles of association helpful. It explains the legal process, provides examples of common amendments, and outlines the key differences between articles and shareholders' agreements.
Do shareholders' resolutions need to be passed at a shareholders' meeting?
No - there is a statutory procedure that allows for the passing of written resolutions of the shareholders of a private company. This means that members of a company (eligible to vote in decision-making on the circulation date of the written resolution) may not be required to hold general meetings to make decisions. Instead, this is done by way of a written circular (a written resolution), often proposed and circulated at a board meeting of the company’s directors, to the members of the company.
There are, however, some matters that cannot be passed by way of a written resolution, including:
- a resolution under section 168 of the Companies Act removing a director before the expiration of their period of office;
- a resolution under section 510 of the Companies Act removing an auditor before the expiration of their term of office.
What does Docue's written resolution template include?
Key provisions: In Docue's dynamic written resolutions template, you can insert any decision and circulate the document to the shareholders electronically. You will also find ready-made wording in the written resolutions template for the following decisions, and can also add your own matters at the touch of a button:
– Allotment (issue) of new shares;
– Disapplication of pre-emption rights;
– Subdivision of shares;
– Approval of a director's long-term service contract;
– Appointment of a new director;
– Amendments to the company's articles of association;
– Consolidation of shares; and
– Change of company name.
The written resolutions template also includes a section with explanatory notes to shareholders, so they know how to sign and respond to the written resolutions once circulated.
The written resolutions template includes guidance notes drafted by our lawyers throughout to guide you through the document creation process.
Why use Docue's written resolutions template?
Make decision-making more efficient and professional with our written resolutions template, which is:
Dynamic and customisable: In order to create your written resolutions quickly and easily, simply click through the intelligent tick box options and text box answers in Docue's written resolutions template and you’ll have ready-to-use resolutions in no time.
Designed by lawyers: The written resolutions template includes model content designed by lawyers to help you draft the resolutions yourself and tailor them to your needs. As well as pre-designed content, you also have the option to add in your own matters, making the written resolutions template fully customisable.
Capable of signing electronically: Once you have created your written resolutions, you can send them out to the company's shareholders for electronic signature using Docue's e-signing function.
Secure storage included: All documents you create are automatically stored in your own Docue workspace, Docue Drive.
Tags: written resolutions template, written resolutions, special resolution, ordinary resolution, shareholder decisions
