Members’ Proposed Written Resolution (Multiple Resolutions)

Use this Members’ Proposed Written Resolution (Multiple Resolutions) where members wish to propose and pass multiple written resolutions (ordinary, special, or a mixture of both) using the written resolution procedure under Chapter 2 of Part 13 of the Companies Act 2006.

Written resolutions may be proposed by the directors or the members. In practice they are usually proposed by the directors, but this template is for resolutions proposed by members, typically where the directors will not propose the resolutions and the members wish to proceed regardless.

Member-proposed circulation procedure (sections 292–295 Companies Act 2006)

Sections 292 to 295 of the Companies Act 2006 set out the procedure for circulating written resolutions proposed by 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 (for example, where it is frivolous, vexatious or defamatory).
• The company must circulate the resolution within 21 days of becoming required to do so.
• 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.

Relationship to the director-proposed written resolution process

Aside from the member-proposed circulation requirements above, the procedure is essentially the same as for circulating a written resolution proposed by the directors.

Multiple resolutions only

This template is for passing multiple resolutions.

Choosing the right version in this collection

For a standard written resolution, it is advisable to use the director-proposed version.

Members’ Proposed Written Resolution (Multiple Resolutions) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.