This written resolution should be used when the directors have decided to
change the company’s articles of association and are seeking to pass the
necessary special resolution using the written resolution procedure.
Under chapter 2 of Part 13 of the Companies Act 2006, written resolutions
can be used by private companies as an alternative to calling a general
meeting (to pass almost all resolutions other than to remove a director or
an auditor before his term of office has expired). For many private
companies it is administratively easier, particularly considering the
At least 75% of the eligible members of the company must agree to the
special resolution before it can be passed. The written resolution can be
circulated to the shareholders electronically.
This template includes three options for the wording of the resolution
depending on whether it is proposed to delete unwanted articles, amend the
articles in some other way or replace the articles in their entirety. The relevant option
should be selected, and the others deleted.
Following the passing of the resolution, the company will need to file with Companies House, a copy of the resolution within 15 days of it being agreed and an
amended printed version of the articles with Companies House within 15 days of them taking effect.
This written resolution is designed to be used by a private limited
The document is in open format. Fields should be completed where indicated.
Wording in square brackets is optional and can be deleted or retained
according to requirements.
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