Shareholders’ Written Resolution (Single Resolution)

Use this Shareholders’ Written Resolution (Single Resolution) to pass a single ordinary or special resolution using the written resolution procedure under Chapter 2 of Part 13 of the Companies Act 2006. This can avoid the need to call a meeting.

When the written resolution procedure cannot be used

The written resolution procedure may not be used to remove a director or an auditor before their term of office has expired.

Who can propose a written resolution

A written resolution may be proposed by either the directors or the members. In practice, most written resolutions are proposed by the directors, although members may propose a resolution in some situations.

This template assumes the resolution is proposed by the directors.

How a written resolution is passed

A written resolution is passed when the eligible members indicate their agreement by signing a document that identifies the resolution to which they are agreeing.

Voting thresholds are:

• for an ordinary resolution, over 50% of the eligible members must agree; and
• for a special resolution, at least 75% of the eligible members must agree.

Circulation and lapse of the proposed resolution

The proposed resolution must be circulated to all eligible shareholders (which may be done electronically) and must state how members are to signify their agreement.

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.

Single resolution only

This template is for passing a single resolution.

Shareholders’ Written Resolution (Single Resolution) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.