Shareholder Letters and Forms

The Shareholder Letters and Forms section provides template letters and forms for shareholders to use in a range of situations under the Companies Act 2006.

These documents help shareholders:

apply to subscribe for or purchase shares
appoint a corporate representative to attend a general meeting
appoint a proxy
consent to short notice of a general meeting
requisition a general meeting
approve variations of class rights
propose and sign written resolutions (single and multiple resolutions)
send an accompanying statement to a written resolution

When To Use These Templates

Use these templates when shareholders need to:

make a formal share application or respond to an offer to sell shares
put someone forward to act as a corporate representative at a general meeting
appoint a proxy to attend and vote on their behalf
agree to short notice of a general meeting
require the directors to call a general meeting
consent to or approve changes to class rights
initiate or support the written resolution procedure, including providing an accompanying statement

📁 Templates In This Section

Share applications and purchases

Meetings: representation, proxies and requisitions

Class rights and written resolutions

🔀 Document Toolkit: Typical Sequence

Step 1 - Identify the action the shareholder needs to take (for example, apply for shares, appoint a proxy, requisition a meeting or propose a written resolution).

Step 2 - Select the template that matches that action and adapt it to the particular company, shareholder and circumstances.

Step 3 - Ensure any procedural requirements in the Companies Act 2006 and the company’s articles are followed (for example, thresholds for requisitioning a meeting or proposing a written resolution).

Step 4 - Keep copies of signed letters and forms with the company’s records and, where relevant, with the meeting and resolution documentation.

Each document in the Shareholder Letters and Forms section is drafted to comply with the Companies Act 2006.

Shareholder Letters and Forms is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

Frequently Asked Questions

I cannot attend the general meeting, can someone vote for me? +

Yes. Every member has a statutory right to appoint a proxy to attend, speak and vote on their behalf (section 324), and the notice of meeting must tell you about that right. The proxy does not have to be a shareholder. Complete the Shareholders' Form of Proxy and return it to the company within the deadline set by the notice or the articles.

Can shareholders force the directors to call a general meeting? +

Yes. Members holding at least 5% of the paid up voting capital can require the directors to call a general meeting under section 303. The directors must call it within 21 days and hold it within 28 days of the notice. If they fail, the requisitioning members can call the meeting themselves at the company's expense. Use the Shareholder Letter Requisitioning General Meeting to make a valid request stating the business proposed.

Everyone agrees, can the meeting be held sooner than the notice period? +

Usually, yes. A private company general meeting can be held on short notice if a majority in number of the members holding at least 90% of the voting shares agree, and the articles can raise that to up to 95%. For a public company the figure is 95%, and a public company AGM has its own stricter rule. Record the agreement using the Shareholders' Consent to Short Notice of General Meeting template before the meeting is held.

A company owns shares in our company, who can attend and vote for it? +

A corporate shareholder appoints a corporate representative by a resolution of its directors or other governing body (section 323). The representative can then exercise the same powers the corporation could exercise as an individual member, including attending, speaking and voting. Alternatively it can appoint a proxy in the usual way. Use the Shareholder Letter Appointing Corporate Representative At General Meeting to evidence the authority before the meeting.

Can shareholders put forward their own written resolution? +

Yes. In a private company, members holding at least 5% of the total voting rights (or a lower percentage if the articles allow) can require the company to circulate a proposed written resolution with an accompanying statement. The company must then circulate it to all eligible members. Use the Members' Proposed Written Resolution templates and the Members' Accompanying Statement to Written Resolution to put the request in the proper form.

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