How To Draft a Company Resolution: A Simple Template for UK Businesses

Running a business in the UK means facing plenty of important decisions - some routine, some transformative. Whether you’re appointing a new director, issuing shares, or authorising a major purchase, many of these decisions need to be formally approved by your company. That’s where a company resolution comes in.

Drafting and passing company resolutions is a core part of business governance, but if you’re a new business owner or haven’t encountered them before, don’t worry - it’s simpler than you might think. With the right approach, you can ensure your company records are compliant, easy to follow, and ready for future growth. Let’s break down what company resolutions are, when you need them, and how to draft a clear, legally robust resolution using a straightforward template.

What Is a Company Resolution and Why Does It Matter?

Think of a company resolution as an official record of a decision made by your company’s key decision-makers - usually the directors or shareholders. These formal resolutions are essential for proving (to Companies House, HMRC, or in any disputes) that major business decisions were made properly and with due authority.

Company resolutions might be used to:

• Appoint or remove directors
• Approve new share issues
• Authorize significant spending or contracts
• Change the company’s name or registered address
• Approve annual accounts and filings

There are different types of company resolutions - some simple, some requiring higher levels of approval. But whatever the scenario, documenting these decisions keeps your business protected and your governance transparent from day one.

If you’re unsure about when you need a resolution (or what to do next), you’ll find more guidance in our detailed guide to board resolutions.

When Does My Business Need To Pass a Resolution?

Not every business decision needs a formal resolution - but under the Companies Act 2006 and most company Articles of Association, certain decisions must be properly recorded. You’ll need a formal resolution when:

• The Companies Act or your Articles of Association require approval (e.g. a director appointment, changing company name, issuing shares)
• A major contract or commitment is being made
• You’re making changes to company structure (e.g. share capital, articles, company officers)
• You want to provide a clear decision trail for compliance, good governance, or tax authorities

Common examples include:

• Board resolutions: Passed by the board of directors, often at board meetings or by written resolution
• Shareholder resolutions: Passed by company owners (shareholders), either as ordinary resolutions (simple majority) or special resolutions (at least 75% approval)

Whatever your business’s size, regular use of resolutions helps set a culture of accountability and easier compliance as your company grows.

Different Types of Company Resolutions Explained

There are two main types of company resolutions you’ll deal with in the UK:

Ordinary Resolutions

These are the default type. An ordinary resolution just needs a simple majority (over 50%) of votes in favour - for example, approving annual accounts or appointing a director.

Unless the Companies Act or your company’s rules say otherwise, most decisions only need an ordinary resolution. For more detail on these and how to use them correctly, see our resource on ordinary vs special resolutions.

Special Resolutions

These are for major changes - such as amending the Articles of Association, changing your company name, or winding up (closing the company). Special resolutions require at least 75% of votes in favour.

Special resolutions must be filed with Companies House within 15 days. Keeping records in the right format is crucial, so make sure you’re clear on the requirements before using one.

What Should a Company Resolution Include?

While there’s no single set format, a solid company resolution template typically covers the following:

• Company Details: Name and company number
• Type of Meeting: Board, shareholder/general, or written resolution
• Date and Location: When and where the decision is made
• Attendees: (if applicable) Who was present or who voted
• The Resolution: Clear statement of the decision being made
• Voting Results: How the resolution was passed (show of hands, poll, percentage)
• Signatures: Usually by the chairperson or company secretary, sometimes all attendees

Being clear and specific is important. Vague or ambiguous resolutions can lead to confusion, disputes, or trouble down the line.

For tips on getting your resolutions right (and avoiding common contract pitfalls), check out our tips on writing clear legal documents.

How To Draft a Simple Company Resolution: Step-by-Step Guide

If you’re ready to create your own company resolution, here’s an easy process to follow. This approach suits most small/medium businesses in the UK, particularly for day-to-day board or shareholder decisions.

Step 1: Identify the Type of Resolution Required

Ask: Is this an ordinary or special resolution? Who needs to approve it - directors, shareholders, or both? Check your company’s Articles of Association and the Companies Act if unsure.

Step 2: Use a Standard Format and Wording

Stick to a structure that includes all the essentials, and use formal, clear language (avoid informal language, but keep it plain English). Here’s a basic company resolution template you can adapt:

 

MINUTES OF  HELD AT  ON 
Present: 
RESOLVED THAT:

Signed: _____________________ 
,  
Date: _______________________

Step 3: Circulate for Approval (If Written Resolution)

For written resolutions (often used between meetings), circulate the proposed resolution to all relevant parties for their signatures. Keep all original signed copies on file.

Step 4: File and Record As Required

Once passed, add the resolution to your statutory records. If it’s a special resolution or other event that needs reporting (such as director appointment or share issue), make sure you file with Companies House as required - usually within 15 days.

You can read more about when and how to file company records in our guide on using your company registration number and reporting changes to Companies House.

Sample Company Resolution Template

Here’s a quick-reference version of a typical board or ordinary resolution you can tailor for your company. Remember, if the decision is major (such as changing the Articles or company name), you’ll need to note it as a special resolution and follow additional filing steps.

 

RESOLUTION OF THE BOARD OF DIRECTORS (or SHAREHOLDERS)
Date: 
Location: 
Present: 
The following resolution was proposed and APPROVED:
"IT WAS RESOLVED THAT "
Signed: ______________________ 
, Chairperson/Director/Company Secretary 

Note: Adapt the wording for special resolutions and ensure your records match the decision taken.

Tips for Drafting Effective Resolutions

Making your company resolutions robust and compliant isn’t difficult if you keep these key tips in mind:

• Be clear and precise: State exactly what’s being decided, approved, or authorized
• Check your compliance obligations: For special resolutions, timely filing with Companies House is mandatory
• Use consistent templates: Adopt a company resolution template and process that keeps your records organised - you’ll thank yourself during audits or disputes
• Refer to your Articles of Association: They may include custom rules that override default practices (e.g., required notice periods or who can sign)
• Attach supporting documents: If you’re approving contracts or share issues, attach relevant documents/board packs for a full record

It’s wise to seek tailored advice for major resolutions, changes to share capital, or anything involving director duties. Don’t risk a technical error that could invalidate your decision or land you in hot water - see our article on director obligations for more on the risks of non-compliance.

What Happens if You Skip the Formalities?

It might be tempting to make decisions quickly without the paperwork, especially if it’s “just you” or a small team. But skipping company resolutions can cause serious headaches, such as:

• Disputes about whether an action was approved or authorised
• Difficulties filing at Companies House or opening bank accounts
• Problems during audits, fundraising, or business sales
• Potential director liability for acting outside authority

Putting proper resolutions in place protects everyone involved and proves you’ve followed legal process - which is especially important if you’re planning to grow or attract outside investment.

Do I Need a Lawyer To Draft Company Resolutions?

For standard, day-to-day resolutions, you may well be able to use a simple company resolution template and follow guidance like the above. However, if you’re dealing with higher-stakes decisions (new share classes, disputes, restructuring, or major company changes), professional advice is essential.

Getting a tailored contract or resolution ensures:

• All compliance requirements are met
• The wording is precise (avoiding costly ambiguity)
• Your decision can’t be challenged as invalid
• You’re fully protected in the event of future disputes or regulatory action

If this sounds daunting, don’t worry - our team can guide you through the process and make sure your company’s legal foundations are strong from day one.

Key Takeaways

• A company resolution is an official, written record of a key decision made by your board or shareholders - essential for clear, compliant business governance.
• Ordinary resolutions require a simple majority; special resolutions require at least 75% approval and must be filed at Companies House.
• A strong company resolution template should include company details, decision wording, voting outcome, and signatures.
• Record all major decisions using proper resolutions to avoid governance disputes, issues with investors, or regulatory action.
• Use legal support for complex or high-value decisions - this protects your business and ensures compliance with the Companies Act and your Articles.

Need help drafting company resolutions or making sure your governance paperwork is watertight? Get in touch with Sprintlaw UK for a free, no-obligations chat about your business. You can reach us at 08081347754 or team@sprintlaw.co.uk.