Shareholders’ Written Resolution (Single Resolution)
PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE.
Use this Shareholders’ Written Resolution template to pass a single resolution (ordinary or special) using the written resolution procedure under the Companies Act 2006.
Written resolutions under Chapter 2 of Part 13 Companies Act 2006
Chapter 2 of Part 13 of the Companies Act 2006 sets out the written resolution procedure. For private companies, many resolutions are passed using this procedure, which avoids the need to call a meeting.
However, 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 the written resolution
A written resolution may be proposed by either the directors or the members.
In practice, most written resolutions will be proposed by the directors. This template is drafted on the basis that the resolution is proposed by the directors.
How the written resolution is passed and voting thresholds
A written resolution is passed by the eligible members indicating their agreement on a signed document that identifies the resolution they are agreeing to.
- For an ordinary resolution, over 50% of the eligible members must agree before it can be passed.
- For a special resolution, at least 75% of the eligible members must agree before it can be passed.
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 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.
Single resolution template
This template is for passing a single resolution. This collection also includes a written resolution template for multiple resolutions.
Shareholders’ Written Resolution (Single Resolution) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.