Shareholders' Resolution (UK)
[Company Name]
Registered in England and Wales | Companies House Number: [Companies House Number]
Registered Office: [Registered Office]
Type of Resolution: [Resolution Type] resolution
Method of Passing: [Passing Method]
BACKGROUND
The following resolution(s) relate to [Resolution Subject].
The shareholders listed below, representing [Total Percentage in Favour] of the voting share capital of [Company Name], hereby pass the following resolution(s) in accordance with the Companies Act 2006.
RESOLUTION
Resolution 1 — [Resolution Type] resolution
IT IS RESOLVED THAT:
[Resolution Wording]
SHAREHOLDERS PASSING THIS RESOLUTION
The following shareholders, holding [Total Percentage in Favour] of the voting share capital of the Company, have voted in favour of (or, in the case of a written resolution, have signed) the resolution(s) set out above:
[Shareholder Names and Shareholdings]
SIGNED by the shareholders
Company: [Company Name]
Companies House Number: [Companies House Number]
Date passed / circulated: see above
Shareholder 1
________________
Signature
Date: ________________
Shareholder 2
________________
Signature
Date: ________________
What Is a Shareholders' Resolution (UK)?
A Shareholders' Resolution in the United Kingdom records a corporate decision and the meeting or written procedure by which the directors or members reached it, and is governed by the Companies Act 2006.
Under English company law, shareholders can pass resolutions in two ways. The first is at a general meeting — either an Annual General Meeting (AGM) required under section 336 of the Companies Act 2006 for public companies (private companies are not required to hold AGMs unless their articles require it), or an Extraordinary General Meeting (EGM) convened at any time to deal with urgent or specific business. The second method, available only to private companies, is the written resolution procedure under sections 288 to 300 of the Companies Act 2006, which allows the shareholders to pass a resolution by signing a written document without the need to convene a meeting.
The Companies Act 2006 distinguishes between two principal types of shareholders' resolution. An ordinary resolution is passed by a simple majority of more than 50% of the votes cast (section 282). It is used for routine corporate decisions. A special resolution requires a higher threshold of at least 75% of the votes cast (section 283) and is required for more fundamental decisions such as altering the articles of association or changing the company's name.
Once passed, a shareholders' resolution is binding on the company and all its shareholders, including those who voted against it (subject to any separate rights they may have under the Companies Act or the shareholders' agreement). Certain resolutions must be delivered to Companies House within 15 days of being passed under sections 29 and 30 of the Companies Act 2006, failing which the company and its officers commit a criminal offence.
The legal framework governing the Shareholders' Resolution (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Shareholders' Resolution (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Shareholders' Resolution (UK)?
A shareholders' resolution is required whenever the Companies Act 2006 or the company's articles of association stipulates that a particular decision must be approved by the shareholders rather than the directors.
An ordinary resolution is required to: authorise the directors to allot shares under section 551 of the Companies Act 2006 (where this power is not contained in the articles); ratify transactions entered into by directors in breach of their duties (section 239); approve a director's service contract with a guaranteed term of more than two years (section 188); approve a substantial property transaction between the company and a director (section 190); approve a loan, quasi-loan, or credit transaction to a director (sections 197 to 214); and remove a director from office (section 168).
A special resolution is required to: alter the articles of association (section 21); change the company's name (section 77); re-register the company as a different type of company (section 89); disapply pre-emption rights on the allotment of new shares (section 569); reduce the company's share capital (section 641); approve an off-market purchase of the company's own shares (section 694); and pass a resolution for voluntary winding up (section 84 of the Insolvency Act 1986).
Written resolutions are particularly useful for private companies where the shareholders are small in number and do not wish to incur the administrative cost and time of convening a general meeting. They are commonly used for routine authorisations such as approving the allotment of new shares, ratifying transactions, and approving changes to the articles when the shareholders are in agreement and a meeting is unnecessary.
Parties in United Kingdom should prepare a Shareholders' Resolution (UK) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Shareholders' Resolution (UK)
A well-drafted Shareholders' Resolution for a UK private company should contain several key elements to confirm it is valid and enforceable under the Companies Act 2006.
The company information section identifies the company by its full registered name, Companies House registration number, and registered office address. This information is important to identify the specific legal entity passing the resolution and to confirm the resolution corresponds to the correct company record at Companies House.
The type of resolution specifies whether this is an ordinary resolution (majority of more than 50%) or a special resolution (majority of at least 75%). This is fundamental because the wrong type of resolution may be invalid if the Companies Act or the articles require a specific type for the decision in question.
The passing method records whether the resolution is being passed at a general meeting or as a written resolution. For a general meeting, the date, time, and location of the meeting should be recorded. For a written resolution, the date of circulation is important because it starts the 28-day lapsing period under section 296 of the Companies Act 2006.
The resolution wording is the operative part of the document — the precise text of the decision being made. The wording should be clear and unambiguous, and should begin with 'IT IS RESOLVED THAT' or 'THAT'. For special resolutions, the words 'as a special resolution' should appear before the resolution text.
The shareholders' details record the names of the shareholders voting in favour, their shareholdings, and the total percentage of the voting share capital represented by those in favour. This is essential to verify that the required majority has been achieved.
The Companies House filing note reminds the company of any obligation to deliver a copy of the resolution to Companies House within 15 days of passing under sections 29 and 30 of the Companies Act 2006.
Additional compliance elements for a Shareholders' Resolution (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Shareholders' Resolution (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/corporate/shareholders-resolution-uk
"Shareholders' Resolution (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/corporate/shareholders-resolution-uk.
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author = {{Forms Legal}},
title = {Shareholders' Resolution (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/corporate/shareholders-resolution-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
Under sections 282 and 283 of the Companies Act 2006, there are two principal types of shareholder resolution. An ordinary resolution is passed by a simple majority: more than 50% of the votes cast by members entitled to vote (whether at a general meeting or by written resolution). Ordinary resolutions are used for routine decisions such as approving dividends, appointing auditors, authorising the allotment of new shares under section 551, and approving directors' remuneration reports. A special resolution requires a higher threshold: at least 75% of the votes cast by members entitled to vote. Special resolutions are required for more fundamental decisions that affect the constitutional documents or existence of the company, including: changing the company name (section 77), altering the articles of association (section 21), re-registering the company as a different type (section 89), disapplying pre-emption rights (section 569), reducing share capital (section 641), and passing a voluntary winding-up resolution (section 84 of the Insolvency Act 1986). The distinction matters because special resolutions must also be filed at Companies House within 15 days of being passed.
Yes. Sections 288 to 300 of the Companies Act 2006 allow private companies to pass resolutions in writing without holding a general meeting. This is one of the key flexibilities available to private limited companies (but not public companies). A written resolution can be used to pass any resolution that could otherwise be passed at a general meeting, with two exceptions: a resolution to remove a director under section 168 and a resolution to remove an auditor under section 510 cannot be passed as written resolutions because the relevant persons have a right to make representations at a meeting. For a written resolution to be validly passed, the resolution must be circulated to every eligible member simultaneously. The required majority (more than 50% for an ordinary resolution, or at least 75% for a special resolution) must signify their agreement in writing (including by email if the articles permit) within 28 days of the date of circulation, unless the articles of association specify a longer period. Once the required majority has agreed, the resolution is passed and takes effect at that moment.
Under sections 29 and 30 of the Companies Act 2006, certain shareholders' resolutions must be delivered to Companies House within 15 days of being passed, otherwise the company and every officer in default commit a criminal offence. Resolutions that must be filed include: all special resolutions (section 29(1)(a)); resolutions that agree to a voluntary winding up under section 84 of the Insolvency Act 1986; resolutions passed unanimously by all members without a meeting that would otherwise have required a special resolution; resolutions to change the company's name; resolutions to alter the articles of association; and resolutions to authorise the allotment of shares under section 551 where this is not conferred by the articles. The resolution must be filed in the form of a certified copy. When the resolution is accompanied by amended articles of association (as in the case of an alteration to the articles), a copy of the updated articles as amended must also be sent to Companies House. Most filings are now made online through the Companies House WebFiling service or using the CH service.
Under section 318 of the Companies Act 2006, the quorum for a general meeting of a private company is two qualifying persons (meaning two members present in person or by proxy, or two corporate representatives, or any combination thereof), unless the company's articles of association specify a different quorum. Model Articles (the default articles prescribed by the Companies Act 2006) for a private company also set a quorum of two qualifying persons for a general meeting. Where a company has only one member (a single-member private limited company under section 123 of the Act), the quorum is one. If a quorum is not achieved within 30 minutes of the time appointed for the meeting, the meeting is adjourned. It is important to note that a written resolution does not require a quorum — it simply requires the relevant majority of eligible members to sign.
A Shareholders' Resolution (UK) does not legally require a lawyer in United Kingdom, and individuals and businesses may draft and execute the document independently. The Companies Act 2006 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified United Kingdom lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The High Court of Justice has jurisdiction over disputes arising from this type of document, and Companies House may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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