Company Resolutions In The UK: What They Are And How To Pass Them

Running a company means making decisions – and doing it the right way matters. Company resolutions are the formal way your board and shareholders approve important actions, from appointing directors to changing your company’s name.

If you’re a small company, getting resolutions right keeps you compliant with the Companies Act 2006 and protects you if decisions are ever challenged. The good news? With a clear process and the right documents in place, resolutions are straightforward to manage.

In this guide, we’ll explain what company resolutions are, when you need them, how to pass them (at meetings or in writing), and the key drafting and filing rules to follow in the UK.

What Are Company Resolutions?

A company resolution is a formal decision adopted by either the board of directors or the company’s members (shareholders). Think of it as the official record that your company has approved a particular action.

Broadly, there are two levels of resolution-making in a UK company:

• Board decisions (board resolutions): Passed by the directors to manage day-to-day and strategic matters within the board’s authority. This might include approving contracts, opening bank accounts or issuing shares within existing authority.
• Member decisions (shareholder resolutions): Passed by shareholders on matters reserved to them by law or by your company’s constitutional documents, such as changing the company name or amending the Articles.

Your Articles of Association set the internal rules on how resolutions are proposed, voted on and recorded. The Companies Act 2006 also imposes key requirements (for example, the voting thresholds for ordinary vs special resolutions and when written resolutions can be used).

Board resolutions can be straightforward – but you still need proper wording, a quorum and accurate minutes. If you need a refresher on the basics, see our primer on Board Resolutions.

Ordinary Vs Special Resolutions: Which Do You Need?

Under UK law, most shareholder decisions are passed as ordinary resolutions (simple majority), while more significant changes require a special resolution (75% approval).

• Ordinary resolution: More than 50% of the votes cast. This is the default for routine shareholder decisions unless the law or your Articles say otherwise.
• Special resolution: At least 75% of the votes cast. Required for fundamental changes, like adopting new Articles or changing the company’s name.

If you’re unsure which threshold applies, start by checking your Articles and the Companies Act. Our detailed comparison of Ordinary vs Special Resolutions sets out the key differences. For the bigger-ticket decisions, you’ll usually be looking at a Special Resolution.

When Do You Need A Company Resolution?

You’ll use company resolutions for a wide range of board and shareholder decisions. Common scenarios include:

Board (Directors) Resolutions

• Appointing a new director, approving a director’s resignation and noting Companies House filings.
• Approving major contracts, loans or commercial arrangements.
• Issuing shares or granting options where the board has authority.
• Opening or changing bank accounts and finance facilities.
• Approving financial statements and calling a general meeting.

Member (Shareholder) Resolutions

• Changing the company name (special resolution).
• Amending or replacing the Articles (special resolution).
• Approving certain share capital changes (for example, creating new share classes, disapplying pre-emption rights, or reducing capital – often special resolutions and accompanied by filings).
• Authorising the board to allot shares and approve option schemes (often ordinary resolutions unless Articles require more).
• Ratifying certain director actions or approving related party transactions where required.

Your company’s key documents often work together here. For example, if you have a Shareholders Agreement, it may include “reserved matters” that can’t proceed without a specific member resolution. Always check both your Articles and any shareholder arrangements before you vote.

How To Pass Company Resolutions (Meetings And Written Resolutions)

You can pass resolutions at a properly convened meeting or, in many cases, by written resolution. Here’s how each route works in practice.

Board Meetings and Board Resolutions

Directors usually pass resolutions at a board meeting by a simple majority of those present (assuming a quorum). Your Articles set:

• How much notice is required and who can call a meeting.
• The quorum (minimum number of directors needed).
• Voting rules (including the chair’s casting vote, if any).

In many small companies, directors can also pass resolutions by unanimous written consent instead of holding a physical meeting, provided your Articles permit it. Good governance still matters – circulate a clear paper, confirm any conflicts of interest, and minute the decision carefully. For process pointers, see our guide to running Directors’ Meetings.

Shareholder Meetings (General Meetings)

Private companies aren’t generally required to hold an AGM unless your Articles say so. Instead, most decisions happen at ad hoc general meetings or via written resolutions.

If you’re holding a meeting, make sure you:

• Circulate proper notice with the full text of any special resolution and enough detail for an informed vote.
• Meet the minimum notice period (usually 14 clear days for general meetings; special resolutions still need 14 days’ notice unless 95% of members agree to shorter notice).
• Check quorum and any class consent requirements.
• Record accurate minutes and the voting outcome.

If your business does hold annual meetings, keep an eye on the core AGM Rules around notices, agendas and voting.

Written Resolutions (Shareholders)

Most shareholder decisions in a private company can be passed as a written resolution – a fast, practical option for small companies. Key points under the Companies Act 2006:

• You cannot use a written resolution to remove a director or auditor; those require a meeting with specific notice and rights to be heard.
• Ordinary written resolutions pass on a simple majority; special written resolutions require 75% approval of eligible votes.
• The resolution must be circulated to all eligible members with a statement explaining how to vote.
• There’s a default 28-day period for members to respond (unless your Articles specify differently). If the requisite majority is reached sooner, it passes then.

Make sure you include the full text of the proposed decision, any explanatory notes, and clear instructions on signing and returning the resolution (including electronic methods if you accept them).

Electronic Signatures and Virtual Meetings

Electronic signatures are widely used in the UK and, in most cases, are acceptable for written resolutions and board papers, provided your Articles don’t restrict them and you maintain proper records. Virtual or hybrid meetings are common, but again, check that your Articles permit remote participation and make sure everyone can communicate simultaneously.

Drafting And Recording Resolutions Properly

Good drafting and record-keeping are non-negotiable. If your company’s decisions are ever reviewed by a buyer, investor, lender or regulator, your resolution trail is what they’ll look at first.

Wording That Actually Works

Resolutions should be clear, specific and self-contained. Avoid vague language like “approve the matter discussed” – it’s better to spell out exactly what is authorised.

• Include the authority being exercised (for example, “pursuant to the Articles” or “under section of the Companies Act 2006”).
• State the action, key commercial terms and any conditions (for example, subject to contract or funding).
• Record effective dates and any delegated authority (who is authorised to sign or file).

If you need a starting point for straightforward votes, this Ordinary Resolution Template overview covers structure and common phrasing. For a ready-to-use, lawyer-prepared document you can adapt to your company, our Directors Resolution Template is designed for board decisions.

Minutes And Written Records

Companies must keep minutes of board and general meetings and copies of written resolutions. Keep them for at least 10 years (we recommend indefinitely for practical reasons, especially if they relate to share capital or long-term commitments).

Each minute or written resolution should include:

• The date and method (meeting or written resolution).
• Attendees or members circulated and vote outcomes.
• The exact text of resolutions and any supporting papers.
• Signatures (chair for meetings; member signatures for written resolutions).

Companies House Filings and Internal Updates

Some resolutions trigger filings or other formalities. Common examples:

• Special resolutions: File a copy with Companies House within 15 days and update your statutory books.
• Share capital changes: File relevant forms (for example, changes to share classes, allotments, or capital reductions) and update the register of members; consider whether pre-emption disapplication was properly approved.
• Directors/officers: Notify appointments, resignations and changes of details promptly.
• Articles changes: File the amended Articles and ensure your internal copies and any shareholder agreements align.

If your Articles are out of date, consider updating them so your internal rules match how you actually operate. Modernising your Articles of Association can make meetings, written decisions and digital execution much smoother.

Common Pitfalls (And How To Avoid Them)

Even experienced teams can slip up on company formalities. Here are the issues we see most often – and how to stay onside.

Using The Wrong Resolution

Applying an ordinary resolution to a decision that requires a special resolution can invalidate the action. Before circulating any vote, confirm whether the Companies Act or your Articles specify a higher threshold. If in doubt, revisit the basics on Ordinary vs Special Resolutions.

Missing Notice Requirements

Short-cutting notice periods or failing to include the full text of a special resolution in the notice is a common problem. Always check:

• Minimum notice days and whether “clear days” rules apply.
• Contents of the notice, including special resolution text and any explanatory notes.
• Who must receive notice (all eligible directors or members, plus auditors where required).

Quorum And Voting Errors

Resolutions passed without a quorum, or by ineligible voters (for example, where there’s a conflict of interest that disqualifies a director from voting), risk challenge. Make sure conflicts are declared and that your Articles’ quorum rules are satisfied before any vote is taken.

Assuming Written Resolutions Are Always Allowed

Written resolutions are convenient, but they can’t be used to remove a director or auditor. Those decisions require meetings with special notice and hearing rights. Plan your timeline accordingly.

Not Filing Or Updating Registers

Passing the resolution is only half the job. If you don’t make required Companies House filings or keep statutory registers up to date (for example, the register of members for allotments or transfers), you can face penalties and administrative headaches down the line.

Misalignment With Shareholder Agreements

If a Shareholders Agreement sets “reserved matters”, you may need super-majority consent or pre-approval before the board or members can proceed. Cross-check your shareholder documents before relying on an internal vote. If needed, align your Articles and Shareholders Agreement to avoid contradictions.

Vague Or Incomplete Wording

Ambiguous resolutions create uncertainty for banks, counterparties and future diligence. Aim for precise, self-contained wording and keep the signed version with the minutes. Where you’re authorising someone to sign or file, name the person and their authority clearly.

Practical Tips For Small Companies

You don’t need a complex secretariat to manage resolutions well. A few simple practices go a long way:

• Create a resolutions calendar: Note recurring approvals (accounts sign-off, option grants, allotment authorities) and time-critical filings.
• Standardise your templates: Keep a set of board and member resolution templates and adapt them. If you’d prefer a lawyer-prepared version, use a Directors Resolution Template and tailor for different decisions.
• Use explanatory board papers: Attach a short paper that sets out the context, risks and recommendation alongside the draft resolution.
• Embrace e-signatures: If your Articles allow, adopt e-signing for written resolutions to speed up approvals and maintain clear audit trails.
• Keep a clean minute book: File minutes and written resolutions promptly, and maintain a simple index so you can find decisions quickly (investors will appreciate this).
• Check meetings hygiene: For any formal meeting (especially AGMs or EGMs), revisit the core AGM Rules and your Articles so your notices, quorums and minutes are compliant.

FAQs About Company Resolutions (UK)

Do Private Companies Need An AGM To Pass Resolutions?

No – private companies aren’t generally required to hold an AGM unless your Articles mandate it. Most decisions can be taken at a general meeting or by written resolution.

Who Signs A Company Resolution?

For meetings, the chair signs the minutes. For written shareholder resolutions, each voting member signs (physically or electronically, if accepted). For board written resolutions, each director signs unless your Articles allow alternative methods.

How Long Do We Keep Resolutions?

Keep minutes and written resolutions for at least 10 years. Practically, it’s wise to retain them indefinitely, especially for decisions about share capital, directors and constitutional changes.

Do We Need To File All Resolutions At Companies House?

No. You must file special resolutions (and certain ordinary resolutions about share capital and authorisations) within 15 days, and file any accompanying documents (such as updated Articles). Many routine board and member resolutions do not require filing but must still be recorded internally.

Can Directors Approve Everything Without Shareholders?

Not everything. Directors can manage the business within their authority and the Articles, but certain matters are reserved to shareholders by law or by your constitution (for example, amending the Articles or changing the name). Check your Articles and any shareholder arrangements before acting.

Key Takeaways

• Company resolutions are the formal way your board and shareholders approve decisions – ordinary resolutions pass by a simple majority, while special resolutions need 75% approval.
• Use the right route for the decision: board meeting, general meeting or written resolution. Some actions (like removing a director) cannot be done by written resolution.
• Draft resolutions clearly, include precise authority and terms, and keep accurate minutes and signed copies. File special resolutions and required forms with Companies House on time.
• Always check your Articles and any Shareholders Agreement for voting thresholds, quorums and reserved matters before you vote.
• Avoid common pitfalls like missing notice requirements, ignoring conflicts or using the wrong voting threshold – they can invalidate decisions or cause delays.
• Standardise your templates and processes so you can approve routine decisions quickly and stay compliant as you grow.

If you’d like help preparing or reviewing company resolutions, updating your Articles, or setting up a simple approvals process, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.