Special and Ordinary Shareholders’ Resolutions

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE SOME OF THE TEMPLATES BELOW. 

Shareholder resolutions are formal decisions made by the members (shareholders) of a company. They can be passed either:

• at a general meeting of shareholders; or
• by written resolution.

This section brings together the main ordinary and special shareholder resolutions, together with written resolution templates and supporting documents.

There is also a directors' written resolution which relates to the authorisation of specific director(s) to approve the execution of particular documents on a company's behalf.

When To Use These Templates

Use these templates when you are:

• authorising the allotment of new shares or changing share capital arrangements;
• changing the company’s name, articles of association or memorandum;
• approving a substantial property transaction, a loan to a director, or a guarantee for a director;
• appointing, removing or replacing auditors;
• changing the situation of the registered office;
• passing resolutions by written resolution rather than at a physical meeting;
• filing resolutions and related documents at Companies House.

Ordinary and Special Resolutions

Shareholder resolutions are either ordinary or special:

• Ordinary resolutions are usually used for routine company business and are passed by a simple majority.
• Special resolutions require at least a 75% majority and usually relate to more important matters, such as changing the company’s constitution or name, reducing share capital, or dis-applying pre-emption rights.

Unless statute or the articles of association say otherwise, the default position is that an ordinary resolution is sufficient.

Written Resolutions

The templates in this section provide wording to pass each specific resolution either at a general meeting or, where permissible, by written resolution.

For private companies, most resolutions are now commonly passed by written resolution, particularly where there is a small shareholder base and the company wishes to avoid calling a meeting.

Under the Companies Act 2006, a written resolution is passed by the same majority as would apply at a meeting:

• a simple majority for an ordinary resolution; and
• at least 75% for a special resolution.

The written resolution procedure cannot be used to remove a director or an auditor from office.

Effect and Filing Requirements

Once a shareholders’ resolution is passed, the company is bound by it. All special resolutions and some ordinary resolutions must be filed at Companies House. This section includes template letters to accompany filings.

📁 Templates In This Section

Share capital, name and constitution

• 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’ Special Resolution - Amendment to Articles of Association

Directors, transactions and auditors

• Shareholders’ Ordinary Resolution for Approving Loan to a Director or Acting as Guarantor for a Director
• Shareholders' OR - Approve a Substantial Property Transaction
• Shareholders’ Ordinary Resolution – Removal of Auditors and Replacement
• Shareholders’ Ordinary Resolution – Appointment of Auditors
• Directors' Approval by Written Resolution

Written resolutions and members’ statements

• 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

Companies House filings

• Letter to Companies House – File Shareholders’ Resolutions
• Letter to Companies House – File New Articles of Association and Resolution

🔀 Document Toolkit: Typical Sequence (may vary)

Step 1 - Identify the decision that requires shareholder approval and whether it needs an ordinary or a special resolution.

Step 2 - Decide whether the resolution will be passed at a general meeting or by written resolution (bearing in mind that written resolutions cannot be used to remove a director or an auditor).

Step 3 - Select and adapt the appropriate resolution template and, if using a written resolution, the corresponding written resolution form.

Step 4 - Once passed, use the relevant Companies House filing letter to submit any resolutions and accompanying documents that must be filed.

Step 5 - Keep signed resolutions and filing confirmations with the company’s records.

Each document in the Special and Ordinary Shareholders’ Resolutions section is drafted to comply with the Companies Act 2006.

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