Members’ Proposed Written Resolution (Single Resolution)
Chapter 2 of Part 13 of the Companies Act 2006 sets out the written resolution procedure. A written resolution may be proposed by either the directors or members. In general, they will be proposed by the directors who manage and run the company. This template however refers to a resolution proposed by the members. This will usually only be the case where the directors will not propose a resolution and the members wish to force a resolution through against the directors’ wishes.
This written resolution provides a template by which a single resolution, whether ordinary or special, may be proposed by the members of the company and passed using the written resolution procedure under the Companies Act 2006.
Sections 292-295 of the Companies Act 2006 set out the procedure for circulating a written resolution proposed by the members and must be strictly followed:
- Members holding 5% of the voting rights of all members entitled to vote on the resolution (or any lower percentage specified in the company’s articles), can require the company to circulate a written resolution; subject to certain exceptions, i.e. it is frivolous, vexatious or defamatory etc.
- The company must circulate the resolution with 21 days of becoming required to.
- The members may require the company to circulate an accompanying statement of up to 1,000 words on the subject matter of the resolution.
- The expense of circulating the resolution must be met by the members who made the request (unless the company agrees otherwise). The company does not have to circulate the resolution until sufficient funds have been deposited to cover the expenses.
The procedure for circulating the written resolution is otherwise essentially the same as those for circulating a written resolution proposed by the directors.
This template only relates to the passing of a single resolution. This subfolder also includes a form of written resolution proposed by the members for multiple resolutions.
For a standard written resolution, it is advised to use the directors proposed version in this subfolder.
Optional phrases/clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
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