How To Draft An Ordinary Resolution Template For Your Company Decisions

If you run or help manage a UK company, you’ll know that formal decision-making is a big part of keeping things above board. From approving accounts to appointing directors and making key changes, many company decisions need formal approval from shareholders or members-that’s where an ordinary resolution comes in.

But if you’ve never put one together before, drafting an ordinary resolution template can feel a bit daunting. What wording do you need? Who signs it? And why does it even matter to get it right?

Don’t worry-drafting an ordinary resolution doesn’t have to be complicated, but it’s crucial to get it right from the start to protect your company and comply with UK law. In this guide, we’ll break down the essentials, step by step, so you can create (or confidently instruct your lawyer to create) a solid ordinary resolution template for your business decisions.

What Is An Ordinary Resolution And When Do You Need One?

Before jumping into the nuts and bolts of templates and drafting, let’s quickly cover the basics about ordinary resolutions, as it’s easy to get them confused with special resolutions.

An ordinary resolution is the standard way UK companies record shareholder or member decisions-especially those not requiring a higher threshold under the Companies Act 2006. It’s a formal vote or written agreement by a simple majority (i.e., more than 50% of eligible shareholders or members agree).

Common situations where you’ll use an ordinary resolution include:

• Appointing or removing a company director
• Approving the company’s annual accounts
• Increasing share capital or allotting new shares (unless the articles require a special resolution)
• Authorising directors to take certain actions
• Approving routine business at annual general meetings (AGMs)

Special resolutions (which need at least 75% approval and have stricter formalities) are reserved for major changes like amending the Articles of Association or winding up the company. For a breakdown, see our article on Ordinary vs Special Resolutions.

Why Use A Template For Ordinary Resolutions?

You might be wondering, “Can’t I just jot down a decision in the meeting minutes?” In some cases, yes-but for decisions that need formal shareholder approval, it’s best practice (and sometimes a legal requirement) to have a clearly worded ordinary resolution document or template.

Having a clear template helps you:

• Ensure legal compliance with the Companies Act 2006
• Avoid disputes or confusion if your resolution is ever scrutinised
• Make the process quicker and easier for future decisions
• Ensure the resolution can stand up in court, if needed

Using a tailored template also helps you capture the specifics of your own company’s rules as set out in your Articles of Association.

What Should Be Included In An Ordinary Resolution Template?

Let’s walk through the core components you’ll usually see in an effective ordinary resolution template. While you can adjust for your particular decision or company needs, these are the must-haves:

• Company Name and Number: To avoid confusion, always identify the company clearly.
• Date: The date when the resolution is passed, or the meeting is held.
• Type of Meeting: Is it a general meeting, annual general meeting (AGM), or written resolution?
• The Resolution Itself: Clear, plain-English wording stating exactly what’s being resolved.
• Voting Outcome: Confirmation that the resolution was passed by a simple majority of members or shareholders (over 50%).
• Signatures: For written resolutions, include spaces for the signatures of the approving shareholders or members. For meeting-based resolutions, include the chair’s signature.
• Notes/Explanatory Text (Optional): Sometimes you may want space for a brief explanation or supporting information-this isn’t legally required but can help clarity in complex decisions.

Remember, your company’s articles might add extra requirements. If you’re unsure, check them or get tailored advice (see our guide on amending articles for a refresher).

How Do You Pass An Ordinary Resolution In Practice?

There are two main ways to pass an ordinary resolution in UK companies-and it’s important to follow the right process for your needs:

1. At A General Meeting (Physical Or Virtual)

• Give proper notice (at least 14 clear days unless your articles require more).
• Ensure a quorum (minimum number of members present, as set by your articles).
• Put the resolution to a vote-this can be by show of hands or a poll vote, depending on your company rules.
• Record the result in the meeting minutes, and (if practical) formalise in a separate resolution document for your records.

2. By Written Resolution

• Send the proposed resolution to all eligible shareholders or members.
• Secure written approval from a simple majority (i.e., more than 50% of the total voting rights).
• Record the date the resolution is passed (when the required majority is reached), and keep the signed copies as evidence.

For full legal effect, remember to file with Companies House if the decision is one that requires it (for example, changing directors or increasing share capital).

If you need a deeper dive on the two types of resolutions (and which business matters require which), check out our plain-English explainer on Ordinary vs Special Resolutions.

Sample Ordinary Resolution Template

Here’s a simple UK-compliant ordinary resolution template you can use as a starting point for your company’s routine decisions. Remember, you should always tailor any template to your company’s articles and the situation at hand. Avoid editing these yourself for critical matters-legal advice is always recommended, especially for decisions with lasting impact.

 
Date: 
Ordinary Resolution Passed 
"It is hereby resolved as an ordinary resolution that ."
Result: This resolution was passed by  at a general meeting of the company held on  OR by written resolution with a simple majority of eligible shareholders in accordance with the Companies Act 2006.
Signed:

Notes: 

Be sure to adjust the template for written or meeting-based resolutions, and include all company-specific requirements from your Articles of Association or shareholder agreement if applicable.

What Mistakes Should You Avoid With Ordinary Resolution Templates?

Ordinary resolutions look simple, but common mistakes can lead to your decisions being challenged or ignored by regulators. Watch out for these pitfalls:

• Using Generic, Untailored Templates: Every company’s structure and Articles are a bit different. Avoid “one size fits all” templates from random sources-always adapt to your rules.
• Missing Or Incorrect Company Details: An error in your company name or number can result in confusion or even invalidate the resolution.
• Poorly Worded Decisions: Clarity is key. Use clear, unambiguous wording-what is the company actually deciding?
• Improper Signatures Or Voting Records: Failing to collect the right signatures (or missing meeting attendance details) is a major risk if there’s a later dispute.
• Ignoring Quorum Or Notice Rules: Your decision can be void if you don’t have enough members present or haven’t given proper notice.
• Forgetting Required Filings: Major decisions like appointing directors or changing share capital must be reported to Companies House. Missing this step can have downstream effects.

For tips on strengthening any commercial contract language, check our guide to Essential Contract Clauses and why clear words matter.

What Happens After You Pass An Ordinary Resolution?

Once passed, an ordinary resolution needs to be properly recorded and, in some cases, communicated externally. Here are your next steps:

• Update the company’s records-File the resolution with your company books and meeting minutes. This is a Companies Act 2006 requirement.
• Companies House filings-If your decision involves directors, share capital, or other prescribed matters, file the relevant form (like AP01 for directors) and submit a copy of the resolution, if required.
• Shareholder or member communication-Let all stakeholders know the outcome, especially if the decision affects their rights.
• Follow through-Make sure the company takes any actions agreed in the resolution (such as updating statutory registers, issuing shares, or updating information on your website as needed).

Keeping detailed, accessible company records is not just good practice; it’s a legal requirement that can save you a lot of stress in the long run. For more on best practices, see our guide on AGM Compliance Essentials and how to use company numbers correctly.

How Can A Lawyer Help With Ordinary Resolutions?

If your company decision is controversial, has long-term effects, or involves a lot of money, it’s wise to get a qualified solicitor to review your ordinary resolution template-or even draft it from scratch. Here’s why:

• They’ll ensure the resolution is worded precisely and meets all legal requirements.
• They can tailor resolutions to fit your company’s specific Articles of Association or shareholders’ agreement.
• If something goes wrong, you’ll have a robust record to rely on in disputes or regulatory checks.

Trying to write your own legal documents often seems easy… until something is challenged, or you’re asked to produce documentation during a business sale, company dispute, or tax check. Having professionally drafted and reviewed documents keeps you safe and streamlines future growth. For more help, our expert commercial lawyers can review, draft or update your company documents - here’s why it makes a difference.

Key Takeaways

• Ordinary resolutions are required for most UK company decisions needing member or shareholder approval-they require a simple (over 50%) majority vote.
• Using a clear, tailored ordinary resolution template ensures decisions are legally sound and reduces avoidable risks.
• Your template should always include company details, a clear resolution statement, voting details, signatures, and comply with both the Companies Act 2006 and your Articles of Association.
• Record keeping and correct follow-up are vital-file decisions in company records and at Companies House if required.
• If in doubt, or for non-routine or high-value decisions, consult a legal expert to draft or review your template for you.

If you’d like help with drafting or reviewing your company’s ordinary resolutions-or any aspect of your business’ legal compliance-reach out to our friendly team for a free, no-obligation chat. Call us on 08081347754 or email team@sprintlaw.co.uk and we’ll help you get your company legals right from day one.