The Corporate Insolvency and Governance Act 2020 has temporarily introduced
greater flexibility for companies as to how they should conduct general
meetings due to social distancing requirements. For many private companies
however, they will be able to pass shareholder resolutions by the written
resolution procedure and will not need to hold general meetings except in
certain limited circumstances.
In light of this focus on how shareholder resolutions are passed, our template written resolutions have been refreshed, modernised and made more
Updates have been made to our standard written ordinary and special
resolution templates by creating a standard written resolution for a single
resolution, either ordinary or special and a standard written resolution for
multiple resolutions, either ordinary, special or a mixture of both. These written resolutions
are all proposed by the directors of the company.
In accordance with Part 2, Chapter 13 of the Companies Act 2006, written
resolutions can be proposed by either the directors or the members of a
company. In practice, most resolutions will be proposed by the directors
who run and manage the company. However, there will be situations where the
members (or a certain proportion of them), will want to propose a written
resolution. 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.
Sections 292-295 of the Companies Act 2006 set out the procedure for
circulating written resolutions proposed by the members and must be
Additional single and multiple resolutions proposed by the members, for use
in this limited circumstance, have also been created. In addition, a
template statement on the subject matter of the relevant resolution, that
the members can require the company to circulate with the written
resolution, has been added to the portfolio of documents.
These new and updated templates will be of interest to company directors,
secretaries and administrators.
The contents of this Newsletter are for reference purposes only and do not constitute
legal advice. Independent legal advice should be sought in relation to any specific