Ordinary Resolutions In The UK: What They Are And How They Work

When your company needs shareholders to sign off on a decision, you’ll usually be choosing between two voting thresholds: ordinary resolutions (more than 50% approval) and special resolutions (75% approval).

For most day‑to‑day decisions in a private limited company, ordinary resolutions are the workhorse. They’re quick to pass, practical for growth, and-when handled properly-keep you compliant with the Companies Act 2006.

In this guide, we’ll explain what an ordinary resolution is, when to use one, and the step‑by‑step process to pass one by meeting or as a written resolution. We’ll also cover notice, proxies, minutes, filing requirements and practical tips to avoid common mistakes.

What Is An Ordinary Resolution?

An ordinary resolution is a decision approved by a simple majority-more than 50% of the votes cast by shareholders entitled to vote. It’s the default voting standard under the Companies Act 2006 unless the law or your Articles set a higher bar.

In practice, ordinary resolutions are used to approve routine company business. Subject to your Articles of Association, common examples include:

• Declaring a final dividend on the directors’ recommendation
• Appointing (or re‑appointing) directors
• Authorising directors to allot shares (Companies Act 2006, s.551)
• Ratifying certain decisions of directors (s.239)
• Adopting ordinary business at an annual meeting (for companies that hold one)

By contrast, constitutional or higher‑impact changes-like changing the company name (unless your Articles allow directors to do it), altering the Articles, or disapplying pre‑emption rights-typically require a special resolution (75% approval). If you’re weighing thresholds or you’re not sure which one you need, it’s worth comparing Ordinary vs Special Resolutions and checking your Articles.

When Must You Use A Meeting Versus A Written Resolution?

Private companies can pass most shareholder decisions either at a meeting or by written resolution. Written resolutions are fast and convenient-you circulate the wording, shareholders sign, and it passes once the majority threshold is met.

There are two important exceptions: you cannot use a written resolution to remove a director (s.168) or an auditor (s.510). These require a meeting with “special notice” (generally at least 28 clear days) and the resolution is still an ordinary resolution, just not eligible for the written route.

Otherwise, it’s your choice:

• Use a meeting if you want discussion, Q&A and live voting, or if the issue is sensitive.
• Use a written resolution if the decision is straightforward and you want to move quickly.

If your company holds an AGM by choice or because your Articles require it, you can table ordinary business there (receiving accounts, declaring a final dividend, etc.). If you’re weighing up format, these AGM Rules and the comparison of AGM vs EGM are a helpful reference.

How To Pass An Ordinary Resolution At A Shareholder Meeting

If you’re approving an ordinary resolution at a meeting, here’s the practical workflow.

1) Check Your Articles And Identify Voting Rights

Start by reviewing your Articles of Association. They set quorum, notice, proxy rights, poll procedures, and any special rules. If your Articles are outdated or unclear, it’s sensible to arrange an Articles of Association Review so decisions aren’t vulnerable to challenge later.

Confirm who can vote (class, number of shares, any non‑voting shares) and whether the Articles amend default statutory rules.

2) Give Valid Notice

Private companies must give at least 14 clear days’ notice of a general meeting unless a shorter period is agreed by a majority in number holding at least 90% (or 95% if your Articles say so) of the voting shares. “Clear days” means you don’t count the day the notice is given or the day of the meeting.

Your notice should say when and where the meeting will be held, the general nature of the business, and include the full text of the proposed resolution (or enough detail that members understand the decision). If a special notice resolution is involved (e.g. removal of a director), you’ll need at least 28 clear days’ notice.

3) Ensure Quorum And Run The Meeting

Quorum is the minimum attendance for valid business. The default is two qualifying persons (check your Articles, as single‑member companies may have specific rules). Allow proxies and corporate representatives as the law requires.

At the meeting, the chair introduces the ordinary resolution, allows discussion, and puts it to a vote. Unless your Articles or the chair demand a poll, votes are usually taken on a show of hands. Any member entitled to vote can demand a poll, in which case voting is by number of shares held.

4) Pass The Resolution By Simple Majority

The resolution passes if a simple majority of the votes cast are in favour (more than 50%). On a poll, it’s the majority of voting rights exercised, not the number of people in the room.

5) Record Minutes And File If Required

Keep minutes of the meeting and the result. Companies must keep minutes for at least 10 years. Most ordinary resolutions are not filed at Companies House, but there are two key caveats:

• If the resolution or related agreement affects the company’s constitution (for example, granting authority to allot shares for a specific period could be recorded with your constitution documents), s.29 may require filing within 15 days.
• Any change that separately triggers a filing obligation (e.g. appointments, share allotments) must be filed on the relevant Companies House forms and within the time limits.

If your directors also made operational decisions around the meeting, keep your board paperwork tidy-these Board Resolutions and running effective Directors’ Meetings guides outline good practice.

How To Pass An Ordinary Resolution As A Written Resolution

For private companies, written resolutions are often the fastest way to capture shareholder consent. Here’s the step‑by‑step process.

1) Draft Clear, Single‑Issue Wording

Set out the exact decision shareholders are being asked to approve, ideally one decision per resolution. The wording should be clear and self‑contained, including any authority limits (e.g. the amount or period for an authority to allot shares). If you want a head start with wording, our walkthrough on preparing an Ordinary Resolution Template covers the essentials.

2) Circulate To All Eligible Members

Send the written resolution to every eligible member by the method permitted in your Articles (post or electronic). Include a statement explaining how to signify agreement and the date by which the resolution will lapse if not passed. The default expiry is 28 days after circulation unless your Articles say otherwise.

3) Collect Approvals

Members signify agreement by signing the resolution (including electronic signatures if your Articles allow) or by another approved method. The resolution passes when the required majority of eligible votes are received-more than 50% for an ordinary resolution. You don’t need every shareholder to respond; you just need the threshold.

4) Keep Records And File Any Follow‑Up Forms

Retain copies of the written resolution and statements for at least 10 years. Again, most ordinary resolutions are not filed themselves, but any resulting changes (like allotment of shares) carry their own filings and time limits. Keep your cap table, statutory registers and Companies House filings in sync.

What Should The Wording Of An Ordinary Resolution Include?

Clarity is critical. Ambiguity can turn a routine approval into a dispute. As a minimum, make sure the resolution states:

• The company name and company number
• Whether it’s an ordinary resolution and how it is being passed (meeting or written)
• The precise decision, authority or approval being granted
• Any limits or conditions (amounts, dates, classes of shares, or purpose)
• The date of the meeting or the date(s) shareholders sign (for a written resolution)

If your Articles attach conditions to a decision (for example, pre‑emption processes before an allotment), reference compliance or include the relevant steps in the board’s resolutions and shareholder communications.

For shareholder governance more generally, consider how ordinary resolutions interact with your Shareholders Agreement. Many companies “reserve” key decisions for a higher threshold or unanimous consent in that agreement. Getting those thresholds aligned across your Articles and shareholder contracts reduces friction later.

Common Pitfalls And How To Avoid Them

Even straightforward resolutions can derail if the process isn’t followed. Here are frequent issues we see-and how to stay on track.

Not Checking The Articles First

Your Articles can change quorum, notice, proxy rules, class voting, and even who chairs a meeting. If you pass a resolution in a way that conflicts with your Articles, it can be challenged. Always check the Articles before you draft notice or circulate a written resolution. If you’re unsure whether your rules are still fit‑for‑purpose, book an Articles of Association Review.

Using The Wrong Threshold

Some decisions need a special resolution by law or by your Articles. If you use an ordinary resolution where 75% is required, the decision may be invalid. When in doubt, compare thresholds in Ordinary vs Special Resolutions and check the specific statutory provision and your Articles.

Trying To Remove A Director By Written Resolution

Removal of a director must be done at a meeting with special notice-no written resolution route is allowed. If you need to make operational changes quickly, your board can meet and handle short‑term delegation while you convene the meeting. Keep the board’s paper trail in good order using clear Board Resolutions.

Missing Filing Deadlines For Consequential Actions

The resolution itself may not be filed, but the action it authorises often is. For example, share allotments require Companies House filings and updates to your registers. Build a checklist of follow‑on filings whenever a resolution is passed so nothing slips.

Messy Wording Or Bundling Too Much In One Resolution

Keep each resolution focused on a single decision and use precise wording. If you’re approving an authority (e.g. to allot shares), include limits and time periods. If you need help with drafting and formatting, our step‑by‑step Ordinary Resolution Template guide is a good starting point.

Where Do Ordinary Resolutions Fit In Your Governance Toolkit?

Think of your governance documents and approvals as a layered system that keeps decision‑making smooth and compliant:

• Articles of Association: your rulebook for meetings, votes, classes of shares and formalities. Review and modernise them so they support how you actually run the business.
• Board Papers: the directors handle day‑to‑day management and prepare proposals for shareholders. Good board processes make shareholder approvals quicker and cleaner. The practicalities of Directors’ Meetings keep decisions robust.
• Shareholder Contracts: your Shareholders Agreement can set “reserved matters” that require higher thresholds or consent from specific holders, alongside transfer rules, pre‑emption and exits.
• Resolutions: ordinary resolutions for routine approvals; special resolutions for bigger constitutional moves. Decide case‑by‑case which format (meeting or written) fits the decision and timeline.

When these pieces are aligned, you’ll spend less time firefighting and more time growing-while staying protected from day one.

Frequently Asked Questions About Ordinary Resolutions

Do We Always Need 14 Days’ Notice?

For meetings in private companies, yes-14 clear days is the statutory minimum unless a shorter notice period is agreed by members holding the required majority. Written resolutions avoid meeting notice altogether but come with their own circulation and expiry rules.

Who Can Demand A Poll?

Any member entitled to vote (and, depending on your Articles, the chair or a group meeting a set threshold) can demand a poll. On a poll, votes are counted by voting rights, not by hands in the room.

Do Ordinary Resolutions Need To Be Filed At Companies House?

Normally, no. You must keep internal records (minutes or written resolutions) for 10 years. However, if a resolution affects the constitution or triggers a separate filing (like a share allotment), you’ll have to file the appropriate forms and, in some cases, a copy of the resolution.

Can We Combine Multiple Decisions In One Ordinary Resolution?

It’s better not to. Single‑issue resolutions are clearer and reduce the risk of challenge. If you’re approving multiple related matters (for example, declaring a dividend and re‑appointing a director), use separate resolutions so each decision stands on its own.

Do Private Companies Have To Hold An AGM?

Not by default. Private companies are not legally required to hold an AGM unless their Articles say so. If you do hold one, make sure your agenda, notice and record‑keeping follow the AGM Rules.

Key Takeaways

• Ordinary resolutions pass with a simple majority (>50%) and are the go‑to for routine shareholder approvals in UK private companies.
• You can pass them at a meeting (with at least 14 clear days’ notice) or as a written resolution-except for removing a director or auditor, which requires a meeting with special notice.
• Check your Articles first: they set quorum, notice, proxy rights and may alter default voting rules. Keep them aligned with your current governance and update where needed.
• Draft clear, single‑issue wording that states the authority, limits and timelines; keep minutes or copies of written resolutions for 10 years.
• Most ordinary resolutions aren’t filed, but actions they authorise (like share allotments) often carry separate Companies House filing deadlines-don’t miss them.
• Align ordinary resolutions with your broader governance: coordinated board processes, a robust Shareholders Agreement, and modernised Articles make approvals faster and safer.

If you’d like tailored help drafting or passing an ordinary resolution-or sense your Articles and shareholder approvals need a refresh-our team can guide you. You can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no‑obligations chat.