Written Resolution of the Shareholders

A Companies Act 2006 compliant written resolution for ordinary and special resolutions, with the statutory circulation statements and a member’s agreement form.

Editable Word document
7
10pages
Guidance notes included
aml consultancy solutions

Company secretarial

Written Resolution of the Shareholders

About this document

What it’s for

A statutory written resolution of the members (shareholders) of a private company under Chapter 2 of Part 13 of the Companies Act 2006. It lets shareholders pass ordinary and special resolutions without holding a general meeting.

When to use it

  • To adopt new articles, change the company name or pass any other special resolution
  • To approve matters that need an ordinary resolution, such as a director’s long service contract or a substantial property transaction
  • To approve a final dividend recommended by the directors

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Ordinary resolutions
  2. Special resolutions
  3. Documents sent with this written resolution
  4. Statement to members
  5. Excluded matters

Also included

  • Record of agreements received
  • Certificate of passing
  • After the resolution is passed

How to complete it

  • Choose the resolutions you need from the menu and delete the rest
  • Fill in the circulation date and the date the resolution will lapse
  • Send a copy to every eligible member at the same time with any documents required
  • Record each agreement as it is received and file what is needed at Companies House

Key points to check

  • A written resolution cannot be used to remove a director or an auditor before the end of their term
  • For share allotments and disapplying pre-emption, use the separate Written Shareholder Resolutions – Allotment and Pre-emption template

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Company secretarial

£20

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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