Shareholders' Written Resolution (UK)

A Shareholders' Written 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 shaped by the Companies Act 2006.

The statutory written resolution procedure for private companies is set out in sections 288–300 of the Companies Act 2006. Section 288 provides that anything that could be done by a private company in general meeting may instead be done by a written resolution, subject to specific exceptions: the removal of a director under section 168 of the Act and the removal of an auditor under section 510 cannot be effected by written resolution. This exception exists because these procedures entitle the person being removed to make representations to the meeting, and the written resolution procedure does not replicate that procedural protection.

The Companies Act 2006, section 291, requires that the proposed written resolution must be sent or submitted to every eligible member simultaneously (or as nearly as practicable). An eligible member is a member who is entitled to vote on the resolution at the date it is circulated, as determined by the company's articles of association. Section 291(4) requires that the circulation must be accompanied by a statement informing members how to signify agreement to the resolution and the date by which the resolution must be passed (the lapse date). Section 297 provides that a proposed written resolution lapses if it has not been passed within 28 days of circulation (unless the company's articles specify a different period).

An ordinary written resolution under section 282 of the Companies Act 2006 requires a simple majority — more than 50% of the total voting rights of all eligible members. A special written resolution under section 283 requires a 75% supermajority of the total voting rights of all eligible members. The critical distinction between written resolutions and resolutions passed at a meeting is that written resolutions count votes on the basis of total voting rights of all eligible members, not just those who vote — so a member who does not return the resolution counts as effectively voting against it.

Under section 30 of the Companies Act 2006, all special resolutions and certain other resolutions (including resolutions amending the articles of association) must be filed at Companies House within 15 days of being passed. Failure to file within 15 days is a criminal offence under section 30(2), carrying a fine for every officer of the company in default. The Registrar of Companies at Companies House maintains a public register of all resolutions filed, which forms part of the company's publicly searchable record.

A Shareholders' Written Resolution is needed by any private limited company in England, Scotland, or Wales when it needs to pass an ordinary or special shareholder resolution and the directors prefer not to — or cannot practically — convene a general meeting.

A written resolution is needed for routine corporate housekeeping decisions that require shareholder approval: approving the annual accounts under section 394 of the Companies Act 2006, declaring or approving a dividend, ratifying a director's act, granting the directors authority to allot shares under section 551 of the Act, or disapplying pre-emption rights on the allotment of shares under section 570 of the Act. Owner-managed businesses and family companies routinely use written resolutions for these annual formalities because calling a general meeting for a company with one or two shareholders is an unnecessary procedural step.

A written resolution is needed when a private company wishes to pass a special resolution: amending the articles of association to change the company's objects, governance structure, or share capital provisions; changing the company's name; re-registering the company as unlimited; reducing the company's share capital under section 641 of the Companies Act 2006; disapplying statutory pre-emption rights; authorising an off-market purchase of the company's own shares; or approving a voluntary winding up. Special resolutions require a 75% supermajority and must be filed at Companies House within 15 days of passing.

Venture capital-backed companies and companies with investor shareholders use written resolutions for investment-related approvals: approving a new issue of shares to investors at a fundraising round, approving the grant of EMI share options under the Enterprise Management Incentives scheme, approving a new shareholders' agreement, or authorising a sale of the company's business. These decisions often need to be taken quickly and with certainty, and a written resolution avoids the delay of a formal notice period for a general meeting.

Companies undergoing a restructuring — creating new share classes, consolidating shares, or converting shares from one class to another — need written resolutions to pass the necessary special resolutions amending the articles of association and altering the share capital. Solicitors acting on corporate transactions routinely prepare written resolutions as part of the transaction document pack.

Companies that have a sole director (as permitted under the Companies Act 2006 where the articles do not require more) can use shareholders' written resolutions alongside directors' written resolutions to take all necessary corporate decisions without holding any meeting, making them particularly useful for small owner-managed businesses and SPV holding companies.

A properly drafted UK Shareholders' Written Resolution must comply with the requirements of sections 288–300 of the Companies Act 2006 and must be circulated, agreed, and recorded in accordance with those requirements to be valid and effective.

The company details clause identifies the company by its registered name, registered company number (as maintained at Companies House), and registered office address. These details must match the company's current registered particulars at Companies House, as any discrepancy could create uncertainty about the validity of the resolution.

The resolution type clause states whether the resolution is an ordinary resolution (requiring more than 50% of total eligible voting rights) or a special resolution (requiring at least 75% of total eligible voting rights). For a special resolution, the resolution must state that it is a special resolution on the face of the document to satisfy the requirements of section 283(6) of the Companies Act 2006.

The resolution text clause sets out the precise wording of the proposed resolution. The resolution text must be clear, unambiguous, and complete — courts will not imply additional terms into a company resolution. For resolutions that must be filed at Companies House (all special resolutions; resolutions amending the articles), the Companies Act 2006 requires the resolution to be filed in full. The resolution text should be drafted to achieve the specific legal and commercial objective intended, referencing the relevant statutory provision where appropriate.

The circulation to eligible members clause addresses how the resolution has been sent or submitted to every eligible member. Section 291(2) of the Companies Act 2006 requires simultaneous (or near-simultaneous) circulation. The resolution may be sent in hard copy (posted to the member's registered address), in electronic form (by email, where the member has consented to receive communications electronically under section 1143 of the Act), or by making it available on a website. The circulation date — the date the resolution is first sent to members — triggers the 28-day lapse period under section 297.

The lapse date clause states the date by which the resolution must be passed (i.e. the date by which the required majority of members must have signified their agreement). The default lapse period under section 297 is 28 days from the circulation date, unless the company's articles specify a different period (which is relatively uncommon in standard articles). Members who have not signified agreement by the lapse date cannot sign after that date, and the resolution lapses.

The eligible members and voting rights schedule lists the eligible members (those entitled to vote on the resolution at the circulation date) and the number of votes attaching to their shares. This schedule enables the company to calculate whether the required majority has been reached as signatures are returned. For companies with a single class of ordinary shares, each share carries one vote; for companies with multiple share classes, the articles of association determine the voting rights.

The agreement signature block provides for each eligible member to signify their agreement by signing the resolution and recording the date of signature. Section 296 of the Companies Act 2006 provides that a member signifies agreement to a written resolution by signing a document containing the text of the resolution and indicating agreement. The same document may be signed by all members (a single circulation document) or separate copies may be signed and returned (counterparts).

The passing confirmation note is a record added by the company secretary or director after the required majority has been obtained, confirming the date on which the required majority was reached (the date the resolution was passed), the total voting rights of eligible members, the voting rights of those who agreed, and the percentage achieved. This record is needed for the company's statutory books and for any Companies House filing.

The Companies House filing reminder alerts the directors to any obligation to file the passed resolution at Companies House within 15 days under section 30 of the Companies Act 2006. All special resolutions and resolutions required by the Act to be filed must be submitted to Companies House using the appropriate form (typically the resolution itself, uploaded via the Companies House online service or by post using form RP04). The forms-legal.com Shareholders' Written Resolution (UK) template covers the mandatory elements under Companies Act 2006.