Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Written Resolution definition

What does Written Resolution mean? A written resolution is a way for a private company’s members to approve business without holding a general meeting, by signing their agreement to a circulated proposal. In the UK (England & Wales, Scotland and Northern Ireland), the Companies Act 2006 (Part 13) sets out the regime for private companies; public companies cannot pass written resolutions. In Ireland, the Companies Act 2014 provides a comparable procedure for private companies; PLCs are excluded. Key features: - It is passed when the required majority of eligible members (those entitled to vote on the circulation date) signify agreement, in writing or electronically, within the statutory...

Members’ written resolutions for a private company limited by shares (Companies Act 2006): pro forma with ordinary/special options, execution methods and shareholder explanatory notes

Published by a LexisNexis Corporate expert

Precedents

Company number: [ insert number ]

written resolution(s) of [ insert company name ] Limited (the Company)

Under Chapter 2, Part 13 of the Companies Act 2006, the directors propose that [ the resolution(s) below be passed as [ an/a ] [ ordinary OR special ] resolution(s); OR that resolution(s) [ insert number(s) ] be ordinary and resolution(s) [ insert number(s) ] be special ].

[ Ordinary resolution(s): [ insert text of resolution(s) ] ] [ Special resolution(s): [ insert text of resolution(s) ] ]

We irrevocably agree to the resolution(s).

Signed ......................................... Date ....................... [ insert name of shareholder ] / for and on behalf of [ insert name of shareholder ]

Explanatory notes for shareholders

To agree, sign/date and return this document to the Company. If you do not agree, no action is required.
Agreement cannot be withdrawn.
Unless sufficient agreement is received by [ insert lapse date ], the resolution(s) will lapse.
Ordinary: simple majority of eligible voting rights; Special: not less than 75%. [ In joint holdings, only the senior holder’s vote counts, by register order. ] [ If signing under a power of attorney or other authority, include a copy. ] [ Insert nomination details. ]

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Web page updated on 22/05/2026

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