Written Resolution – Statement of Members (section 292(3) Companies Act 2006)

If the members of a company propose a written resolution in accordance with section 292 of the Companies Act 2006, they may also require the company to circulate an accompanying statement of up to 1,000 words on the subject matter of the resolution. This is a template form of statement that may be used. This statement should be circulated with the resolution(s).

A written resolution may be proposed by either the directors or members. In general, it 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.

Note that a company (or another person who claims to be aggrieved), may make an application to the court that the rights conferred on members to propose a written resolution, are being abused by this process.

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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