Special and Ordinary Shareholders’ Resolutions

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS IN THE PROCESS OF BEING IMPLEMENTED AND WILL CHANGE MANY OF THE TEMPLATES BELOW. WE ARE CURRENTLY REVIEWING AND UPDATING ALL RELEVANT TEMPLATES. 

Shareholder Resolutions are agreements or decisions made by the members of a company. They are passed at either a general meeting of the shareholders or by a written resolution procedure. Listed below is our range of shareholder resolutions all contained in one subfolder for ease of reference. 

Shareholder Resolutions are either passed as special or ordinary resolutions. Ordinary resolutions are usually for routine company business passed with a simple majority. Special resolutions require a 75% majority and usually concern a company’s constitution or other important decisions (including, dis-applying pre-emption rights, reducing share capital and changing the company’s articles or name). The default position is that an ordinary resolution is required unless statute or the articles state otherwise.

The documents listed below provide the relevant wording to pass each specific resolution. These resolutions will either be passed at a general meeting or using the written resolution procedure. It is expected that most resolutions for private companies will be passed by the written resolution procedure so as to avoid the need to call meetings in companies with a small shareholder base. The Companies Act 2006 provides that a written resolution can be signed by the same majority as a resolution passed at a meeting, which is a simple majority for an ordinary resolution and 75% for a special resolution, whereas under the 1985 Act unanimity was required. However note that the written resolution procedure cannot be used to remove a director or an auditor from office.

When a shareholders’ resolution is passed, the company is bound by it. All special resolutions and some ordinary resolutions must be filed at Companies House.

Listed below are all our ordinary and special resolutions as well as our template forms of written resolution and template form of a resolution to be passed at general meeting.

The resolutions can also be found in the relevant sections of our Corporate folder to which they relate and reference should be made to that specific section for more detailed information.

Each document in the Special and Ordinary Shareholders’ Resolutions folder is compliant with the Companies Act 2006.

• Shareholders’ Ordinary Resolution - Authority To Allot New Shares
• Shareholders’ Special Resolution for Change of Name
• Shareholders’ Special Resolution – Change to Situation of Company's Registered Office Address
• Shareholders’ Special Resolution – Adoption of New Articles of Association
• Shareholders’ Special Resolution for Amendment of Memorandum of Association
• Shareholders’ Special Resolution - Disapplication Of Pre-Emption Rights
• Shareholders’ Ordinary Resolution for Approving Loan to a Director or Acting as Guarantor for a Director
• Letter to Companies House – File Shareholders’ Resolutions
• Letter to Companies House – File New Articles of Association and Resolution
• Shareholders' OR - Approve a Substantial Property Transaction
• Shareholders’ Written Resolution (Single Resolution)
• Shareholders’ Written Resolution (Multiple Resolutions)
• Members’ Proposed Written Resolution (Single Resolution)
• Members’ Proposed Written Resolution (Multiple Resolutions)
• Members’ Accompanying Statement to Written Resolution
• General Meeting Resolutions Format
• Shareholders’ Ordinary Resolution – Removal of Auditors and Replacement
• Shareholders’ Ordinary Resolution – Appointment of Auditors
• Shareholders’ Special Resolution - Amendment to Articles of Association

Special and Ordinary Shareholders’ Resolutions is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.