Written Resolutions

A written resolution is a decision proposed at a board meeting and passed through circulation by the shareholders of a private limited liability company. Read more
Legislation GB-EAW
Topics Updated by a lawyer: 19 Sept 2022

Certain decisions of a company which are fundamental (for example, the issue of new shares in the company) often require approval of the company’s members, (i.e. its shareholders). This is dictated by statute (Companies Act 2006) but can also be governed by a company’s articles of association, shareholders’ agreement or investment agreements.

The required majority for decision making by a company’s members 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

– For a special resolution it is 75% if the total voting rights of eligible members

There is a statutory procedure for passing 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) may not be required to hold general meetings to make decisions. Instead, this is done by way of written circular, a written resolution, proposed and circulated at a board meeting of the company’s directors to the members of the company.

In our template for written resolutions, you can insert any decision and circulate the document to the shareholders electronically. You will also find ready-made modules for the following decisions:

– Allotment (issue) of new shares
– Disapplication of pre-emption rights
– Subdivision of shares
– Consolidation of shares
– Change of company name

Legislation GB-EAW
Topics Updated by a lawyer: 19 Sept 2022

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