Single Resolution to be passed via Written Resolution Procedure

Shareholders’ Written Resolution (Single Resolution)

CO.CA.ML.08

Chapter 2 of Part 13 of the Companies Act 2006 sets out the written resolution procedure. Most resolutions passed by private companies will be via the written resolution procedure. This avoids the need for calling a meeting. This template is a single written resolution; it can be used for a single ordinary or special resolution.

Note that the written resolution procedure may not be used to remove a director or an auditor before his term of office has expired.

A written resolution may be proposed by either the directors or the members. In practice, given that directors will run and manage the company, most written resolutions will be proposed by the directors. However, there may be situations where members will propose a resolution. This will usually only be if the members wish to force something through against the directors’ wishes. This template resolution is proposed by the directors, (this subfolder includes alternative examples of members proposed written resolutions).

A written resolution is passed by the eligible members of the company indicating their agreement to it on a signed document which indicates the resolution to which they are agreeing.

For an ordinary resolution:

Over 50% of the eligible members of the company must agree to an ordinary resolution before it can be passed.

For a special resolution:

At least 75% of the eligible members of the company must agree to a special resolution before it can be passed.

The proposed resolution must be circulated to all eligible shareholders, which may be done electronically and state how the members must signify their agreement to the resolution. A proposed resolution will lapse if it is not passed before the end of the period specified in the company’s articles of association or if none is specified, 28 days after the circulation date.

This template only relates to the passing of a single resolution. This subfolder also includes a form of written resolution for multiple resolutions.

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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