Members’ Proposed Written Resolution (Single Resolution)

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

Use this written resolution template where a single resolution (ordinary or special) is being proposed by the members of the company and passed using the written resolution procedure under the Companies Act 2006.

When members propose a written resolution

Chapter 2 of Part 13 of the Companies Act 2006 sets out the written resolution procedure. A written resolution may be proposed by either the directors or the members.

In general, written resolutions will be proposed by the directors who manage and run the company. This template is for a resolution proposed by the members, which 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.

Circulating a members’ proposed written resolution under sections 292 to 295

Sections 292 to 295 of the Companies Act 2006 set out the procedure for circulating a written resolution proposed by the 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.
• The company must circulate the resolution within 21 days of becoming required to.
• The 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.

The procedure for circulating the written resolution is otherwise essentially the same as for circulating a written resolution proposed by the directors.

Single resolution template and alternative versions

This template relates to the passing of a single resolution. This collection also includes a members’ proposed written resolution template for multiple resolutions.

For a standard written resolution, it is advised to use the directors’ proposed version in this collection.

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