Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“LexisPSL and the other Lexis solutions support our business in exactly the way we want. They enable us to quickly turn around work and deliver the best possible service to our clients.”

SBP Law

Access all documents on Resolution

Resolution meaning

What does Resolution mean?
In company law, a resolution is a formal decision of a company made either by the board of directors or by the shareholders, at a meeting or in writing, to authorise or approve a specific course of action. UK company legislation (Companies Act 2006) and Irish company legislation (Companies Act 2014) prescribe how resolutions are proposed, voted on and recorded, and define the principal types: ordinary resolutions (simple majority) and special resolutions (75% or more). Written resolutions are available for shareholders in private companies in the UK, and under the Irish regime subject to company type and statutory rules; directors’ written resolutions are commonly allowed by a company’s constitution. Key features include valid notice, quorum, voting method (show of hands or poll), and proper minutes. Certain matters—such as amending the constitution/articles, changing the company name, altering share capital or winding up—typically require a special resolution and must be filed with the registrar (Companies House/Companies Registration Office). Usage and thresholds are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, though procedural details (e.g., timelines, availability of written member resolutions for some company types, and filing deadlines) vary. See also ordinary resolution, special resolution and written resolution.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Checklists about Resolution

CHECKLISTS
Non-performing loans (NPLs): EU and UK supervisory, insolvency and secondary market developments timeline (2016–2023)

ARCHIVED: This Practice Note is archived and is no longer maintained. A bank loan is treated as a non-performing loan (NPL) if more than 90 days pass without the borrower making the agreed instalments or interest payments. Banks experienced an accumulation of NPLs in their books when borrowers' inability to repay was intensified by the financial crisis and subsequent recessions. When NPLs are proportionately high, banks' capacity to manage the riskiness of their lending is diminished. NPLs are a supervisory priority for the European Central Bank (ECB), which monitors the overall level of NPLs across euro area banks. Under the supervisory review and evaluation process (SREP), the ECB assesses whether individual banks adequately manage loan risk and whether they have suitable strategies, governance arrangements and processes in place. The ECB also regularly undertakes co-ordinated exercises to review the asset quality of the banks it directly supervises—it works with national supervisors to establish a consistent and effective approach to tackling and reducing bad loans, drawing on best practices as set...

Read More Right Arrow
CHECKLISTS
CPR PD 57AC trial witness statements: end-to-end checklist for legal representatives on planning, interviewing, drafting and compliance in the Business and Property Courts (England and Wales)

Introduction This Checklist is intended for legal representatives who are involved in directly assisting witnesses to prepare trial witness statements within the Business and Property Courts, and which are subject to CPR PD 57AC. This Checklist should be read alongside Practice Note: Trial witness statements in the Business and Property Courts under CPR PD 57AC, which sets out the requirements in fuller detail...

Read More Right Arrow
CHECKLISTS
Conditional fee agreements outside personal injury/clinical negligence: SRA compliance and success fee checklist (England and Wales)

A: General requirements Fill in section A for every conditional fee agreement (CFA), other than those for personal injury or clinical negligence, as these fall under a different checklist. If any question is answered ‘no’, the proposed CFA might not be enforceable and/or you could contravene the SRA’s regulatory framework...

Read More Right Arrow

View the related Flowcharts about Resolution

FLOWCHARTS
Charging order applications: where to apply—Civil National Business Centre (CNBC) or other court? Flowchart

The flowchart outlines the key actions required in preparing a Will for clients, spanning from the initial consultation through to finalising and closing the file...

Read More Right Arrow
FLOWCHARTS
Ireland civil courts: hierarchy and appeal routes-flowchart

Flowchart This flowchart sets out a clear visual overview of Ireland’s civil court hierarchy for quick reference. It should be considered alongside the Practice Note: Ireland-Civil courts structure, which explains in more depth each court’s function, composition, jurisdiction, procedural requirements, governing rules and practice, and the available avenues of appeal...

Read More Right Arrow
FLOWCHARTS
England and Wales disclosure flowchart: determine applicability of B&PCs Disclosure Scheme (CPR PD 57AD) or CPR 31/PD 31A/PD 31B

Procurement process flowchart This Procurement process flowchart outlines the sequence a procurement might follow, alongside the factors to weigh up so a clear and appropriate procurement route is observed. It further highlights the Precedents on hand to support you throughout the procurement journey. The Flowchart serves as an illustrative example rather than a conclusive guide. Organisations can, of course, operate quite distinct procedures; nevertheless, it offers a useful baseline or point of reference. Any contract value amounts shown are presented purely as examples for illustrative purposes only here...

Read More Right Arrow

View the related News about Resolution

NEWS
Employment law weekly: ERA 2025 implementation, Welsh SCNB consultation, ET/EAT rule changes, EHRC single-sex guidance upheld, Guy Carpenter team move, HMRC car rates, EU CSRD/CS3D scope narrowed

In this issue: Employment Rights Act 2025 Benefits Protected characteristics Confidentiality, duties and restrictions: enforcement Europe-EU New and updated content Dates for your diary Trackers Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Employment Rights Act 2025 Welsh Government consults on establishment of a Social Care Negotiating Body The Welsh Government has opened a consultation on creating a Social Care Negotiating Body (SCNB) using powers in the Employment Rights Act 2025 (ERA 2025). The SCNB would be responsible for setting Fair Pay Agreements for Wales’s social care workforce. Feedback is invited on the organisation’s design, role and anticipated effects. Responses will inform the government’s understanding of sector perspectives on the SCNB, including the bargaining approach, who and what it should cover, dispute resolution, roll-out, as well as compliance and enforcement. The consultation closes on 28 April 2026. The exercise does not invite comments on the specifics...

Read More Right Arrow
NEWS
UK employment law update: tribunal limits, SSP/SMP rises, neonatal leave, ERB progress, Skilled Worker immigration changes, DEI pay gap consultation, key cases and April 2025 changes (20 March 2025)

In this issue: Horizon scanning Worker status and categories Immigration Pay Remuneration Taxation Diversity and the gender pay gap Maternity, parents and carers Whistleblowing Data protection and staff information Confidentiality, obligations and restrictions: enforcement Financial services and banking: employment matters Bribery, modern slavery, tax evasion and fraud Issues arising on termination Employment Tribunals Civil courts and alternative dispute resolution Dates for your diary Trackers Employment resources on Lexis+® LexTalk® Employment: a Lexis®Nexis community Daily and weekly news alerts Horizon scanning Updated Employment Rights Bill to be considered by the House of Lords The updated Employment Rights Bill (ERB), transmitted from the House of Commons to the House of Lords, was issued on 14 March 2025. Its second reading in the House of Lords is scheduled for 27 March 2025...

Read More Right Arrow
NEWS
Civil and commercial dispute resolution weekly: CPR and FRC updates, AI regulation, cases on cryptoassets, defamation, jurisdiction clauses, privilege and expert evidence, plus consultations, guidance and dates—8 February 2024

In this issue: Key DR developments Claims and remedies Cross-border disputes Evidence and disclosure New content Dates for your diary Useful information Collaborate and network with a community of expert lawyers Daily and weekly news alerts Key DR developments 163rd Practice Direction update 163rd PD update—effective on 1 February and 6 April 2024: The 163rd Practice Direction (PD) changes to the Civil Procedure Rules have received approval from the Master of the Rolls together with the Parliamentary Under-Secretary of State for Justice...

Read More Right Arrow

View the related Practice Notes about Resolution

PRACTICE NOTES
Agricultural holdings disputes in Scotland: Scottish Land Court jurisdiction, exceptions, procedures and remedies; arbitration, mediation and appeals

For many years, virtually every disagreement about agricultural tenancies was sent to arbitration at the outset. The rationale was that questions concerning agricultural holdings often have a strong practical dimension, so arbitration was thought a more suitable forum than the courts. This reflected the earlier assumption that practical considerations predominated in such cases, making a court reference less apt back then. Over time, however, matters of considerable legal intricacy also came before arbitrators. With the enactment of the Agricultural Holdings (Scotland) Act 2003 (AH(S)A 2003), policy shifted, and the main route for resolving disputes about agricultural tenant issues is now referral to the Scottish Land Court. At the same time, arbitration procedures were streamlined, and alternative processes, eg mediation, were enabled. Although the Agricultural Holdings (Scotland) Act 1991 (AH(S)A 1991) still sets out distinct mechanisms for dispute resolution, AH(S)A 2003 has substantially reshaped them, so that the arrangements for resolving disputes under 1991 Act Tenancies are, in large part, aligned with those for 2003 Act Tenancies...

Read More Right Arrow
PRACTICE NOTES
Economic torts compared in England and Wales: conspiracy (lawful/unlawful), unlawful interference and procuring breach—elements, intention, remedies, defences, limitation, pleading and interim relief

This Practice Note on economic torts This note summarises, at a high level, the key differences when pursuing claims for lawful means conspiracy, unlawful means conspiracy, the tort of unlawful interference, and procuring a breach of contract. Practice Notes: Civil conspiracy claims (economic tort) Lawful means conspiracy (civil action) Unlawful means conspiracy (civil action) Economic tort of unlawful interference The tort of procuring a breach of contract Closely connected to procuring a breach of contract is the so‑called ‘Marex tort’, a cause of action founded on an alleged deliberate infringement by the defendant of the claimant’s rights in a judgment debt; see Practice Note: The Marex tort (interference with a judgment debt). These claims may (though need not) involve a fiduciary or agent, including company directors. For further guidance, see: Claims against directors—key considerations for dispute resolution practitioners Agency disputes Fiduciary Duties Fiduciary duties—remedies for breach Such causes...

Read More Right Arrow
PRACTICE NOTES
Family arbitration and court oversight in England and Wales: stays, consent orders, and challenges post-Haley for financial remedies and children under the IFLA scheme and Arbitration Acts 1996/2025

This Practice Note clearly explains the courts’ function within the context of family arbitration. In matters concerning families, any arbitration normally proceeds under the Institute of Family Law Arbitrators (IFLA) scheme. The courts continue to have overall jurisdiction over any family arbitration award or determination and will endorse the award or determination provided it falls within recognised limits, thereby fully respecting the parties’ autonomy. For further practical guidance on, among other things, the conduct of arbitration in family cases, the principal advantages of arbitration, the scope of the IFLA scheme and the arbitrator’s powers, please see Practice Note: Family arbitration—introduction. Acting on Law Commission proposals to reform the Arbitration Act 1996 (AA 1996) and to bring in measures to bolster arbitrator immunity, enhance overall case efficiency and clarify the court’s powers, a draft Bill reflecting those recommendations was formally laid before Parliament and subsequently obtained Royal Assent on 25 February 2025. Accordingly, the Arbitration Act 2025 (AA 2025) modifies AA 1996 from 1 August 2025 by virtue of the Arbitration...

Read More Right Arrow

View the related Precedents about Resolution

PRECEDENTS
Settlement agreement precedent (Scotland) for civil court or arbitration disputes, including release, agreement not to sue, confidentiality and joint minute

This Agreement is dated [ date ] Parties [ insert name of the pursuer ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Pursuer) [ and ] [ ; ] [ insert name of defender ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Defender). Each being a Party and, together, the Parties. Whereas (A) [ Insert details of the background to the dispute eg ‘The Parties entered into a contract for the supply of certain goods etc ]. (B) A dispute has emerged between the Parties regarding [ insert details of the dispute ] (the Dispute). (C) [ Proceedings were raised by the Pursuer against the Defender on [ date ] by way of [ Summons OR...

Read More Right Arrow
PRECEDENTS
Short-form joint tender teaming agreement with IP, confidentiality, non-circumvention, limitation of liability and anti-bribery/tax evasion/fraud/modern slavery compliance (England and Wales)

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

Read More Right Arrow
PRECEDENTS
Precedent deed of indemnity in favour of joint liquidators in a members’ voluntary liquidation (England and Wales)

This deed is dated the [ INSERT DAY ] of [ INSERT MONTH AND YEAR ]. Parties The persons whose particulars are set out in the Schedule (the Indemnifiers); and [ Insert names of the Joint Liquidators ] of [ insert name and address of the Joint Liquidators’ firm ] (the Joint Liquidators) BACKGROUND [ Insert name of the company ] (the Company) was incorporated in England and Wales under company number [ insert number ]. [ Insert names of the joint liquidators ] are to be appointed as Joint Liquidators of the Company (the Appointment) by the members via written resolution. In consideration of the Joint Liquidators accepting the Appointment, the Indemnifiers agree to indemnify the Joint Liquidators, together with the members and employees of the Joint Liquidators’ firm, in the manner set out herein...

Read More Right Arrow

View the related Q&As about Resolution

Q&As
CIO constitution: Is less than 75% general meeting majority valid?

A charitable incorporated organisation (CIO) refers to a type of legal body accessible exclusively to charities. A CIO is regarded as created only after registration has been completed with the Charity Commission...

Read More Right Arrow
Q&As
Can a litigant in person contact a represented opponent directly?

In numerous matters, one or both sides in a legal dispute appear without lawyers, representing themselves in the proceedings. This occurs for a range of reasons; frequently, the cause is an inability to obtain legal representation because of limited personal finances. Every section of the legal profession, under its respective code of conduct and in line with its duties to the court, is obliged to treat litigants in person with fairness and respect. In addition, the Judicial College Guidance offers further direction to the judiciary on the role of the judge when a case features a litigant in person within proceedings of this kind...

Read More Right Arrow
Q&As
CPR: stage in proceedings when parties must agree costs budgets

Both sides must record their agreement or dispute within a costs budget discussion report (Costs Precedent R)...

Read More Right Arrow