Passing Written Resolutions: Shareholder Steps & Tips (UK)

Making important decisions is part and parcel of running a UK private limited company. But what happens when you need to move quickly or get everyone’s input without the logistics (and cost) of gathering all your shareholders for a formal meeting? That’s where written resolutions come in-the secret weapon for private companies wanting legal flexibility, speed, and efficiency.

If you’re a director or shareholder (or planning to become one), understanding how written resolutions work, who can propose them, and what pitfalls to avoid could be make-or-break for your company’s smooth running. In this guide, we’ll break down what a written resolution is, who can use them, how you pass one (step by step!) and our top legal tips-so you’ll be able to keep your business moving, protected from day one.

What Is a Written Resolution for Shareholders?

A written resolution is a formal way for private limited companies in the UK to make shareholder decisions without holding an in-person or virtual general meeting. Instead, shareholders receive the resolution (by post or email), review it at their convenience, then signal their approval or objection in writing.

Here’s the big advantage: Decisions that would normally require everyone getting together can be made quickly and smoothly-even if shareholders are scattered across locations or time zones.

Two important points:

• Written resolutions are only available to private companies, not public companies.
• Not every decision can be passed this way-you can’t use a written resolution to remove a director or auditor, for instance.

If you want a quick rundown of different types of business decisions and how to document them, check out our guide to shareholder agreements.

Who Can Propose a Written Resolution?

Resolutions can be proposed by:

• The board of directors: This is the most common route.
• Shareholders: Those who collectively hold at least 5% of the voting rights can table a written resolution, unless the company’s articles set a lower threshold.

If you’re not sure who holds how much voting power, or if you need advice about People with Significant Control in your company, getting legal help early is wise.

Always check your articles of association before embarking on the process-these documents often set extra rules for initiating or passing written resolutions.

Written Resolutions: Board vs Shareholder Initiatives

Resolutions Proposed by Directors

When the directors propose a written resolution, the law (under the Companies Act 2006) says it must:

• Be sent to all eligible shareholders at the same time (either by post or electronically).
• Include an explanatory note-this sets out how shareholders should approve (or not approve) the resolution and the deadline for responding (the “lapse date”).

It’s essential that copies go out to every shareholder who would have been entitled to vote at a meeting-even if you don’t think they'll respond. Leaving someone out, even by accident, can cause legal headaches down the line.

Resolutions Proposed by Shareholders

Shareholders (holding at least 5% of voting shares) can propose a written resolution as well, unless your articles set a lower bar.

Key things to know:

• You’ll need to provide the directors with a written request and supporting text for the resolution.
• You might be responsible for the company’s costs to circulate the resolution, so check your company rules.
• Once the board receives your proposal, they must send it out to all shareholders within 21 days (unless there’s a valid legal reason not to).

Want detailed steps for handling shareholder input or disputes? Our share buyback agreement guide and ownership change articles are good next reads.

Step-by-Step: How To Pass a Written Resolution

1. Decide on the Resolution Type

There are two main types:

• Ordinary resolution: Passed by a simple majority (more than 50% of eligible votes).
• Special resolution: For certain major decisions (like amending the articles), needing at least 75% support.

Your company’s articles of association will specify if any extra rules apply, such as requiring higher thresholds or special procedures.

2. Draft the Written Resolution and Explanatory Statement

Make sure the resolution is clear, specific, and professionally drafted. The written resolution sent to shareholders must include:

• The text of the resolution itself.
• An explanatory statement outlining how they approve it (for example, by signing and returning, or emailing their agreement).
• The deadline (lapse date) for returning approval votes-it cannot be more than 28 days from the date the resolution is circulated.

Missing out the required statement isn’t just a technical issue-company officers may face fines if it’s not done properly.

3. Circulate the Resolution Properly

Send the resolution to every shareholder entitled to vote. The board can do this by:

• Posting physical copies.
• Sending electronic copies to the registered email addresses of shareholders.

Be sure to document delivery (e.g., by keeping email receipts or postal confirmation).

If you’re using online communication, your articles-or the recipient’s consent-may be needed to use email as the formal delivery method. For more tips on communicating with shareholders, read our guide: how to sign a contract electronically.

4. Collect Shareholder Approvals

Shareholders will reply to the company, confirming their approval or disapproval by the method set out in the explanatory statement.

For the resolution to pass:

• It must get the required level of support (simple majority for ordinary resolutions; 75% for special resolutions) within the time limit.

Respondents’ votes are counted as soon as enough approvals are received. There’s no need to wait until the lapse date if enough votes are in earlier.

5. Record the Outcome and File if Required

If the written resolution passes:

• It should be formally entered into the company’s statutory books and registers, including the minutes of proceedings or any register of resolutions.
• For some types (like special resolutions), you’ll need to file a copy with Companies House within 15 days.

Don’t forget to notify all shareholders of the result-even those who didn’t respond. Good communication keeps everyone on side and helps avoid disputes later.

You can read more about compliance and ongoing reporting requirements here.

Legal Requirements, Pitfalls & Practical Tips

Check Your Articles of Association

The Companies Act 2006 provides the legal framework for written resolutions-but your company’s articles can override, supplement, or change certain procedures. For example, they may set:

• A lower minimum shareholding for shareholder-proposed resolutions.
• Extra requirements for delivery or approval methods.
• Restrictions on using written resolutions for certain decisions.

If the rules aren’t followed to the letter, the process could be open to challenge-even if the majority were in favour.

Not sure what’s in your articles? We offer a review service to help you decode any complex or bespoke rules.

Decisions That Cannot Be Made by Written Resolution

You cannot use a written resolution to:

• Remove a director before their term is up.
• Remove an auditor before the end of their tenure.

In these cases, a general meeting must be convened under the standard procedures in the Companies Act.

Are Written Resolutions Always Binding?

Yes, if the proper procedures are followed. Once the required approval is reached (and there are no other legal issues, such as a missing explanatory note or not notifying all eligible shareholders), the resolution is as binding as if it was passed at a general meeting.

If you’re uncertain about how to draft or circulate a binding resolution, always have a legal expert review it before sending it out.

Tips for Smooth Written Resolution Processes

• Plan ahead: Check timelines and consult your company diary-don’t leave essential steps (like filing at Companies House) until the last minute.
• Keep communication open: Even if only a small group actively votes, keep all shareholders informed to foster trust and engagement.
• Document everything: Save copies of all correspondence and approvals for your records. In the event of a challenge or dispute, a clear audit trail is invaluable.
• Don’t “DIY” legal documents: Written resolutions must be tailored to your needs and comply with company and legal requirements. Avoid using generic templates-get your resolutions professionally drafted or reviewed.
• Get advice on timing: For major changes (such as altering share structures or amending articles), consult an expert. These can have knock-on effects for shareholders, tax status, or future capital raising.

For more advice on protecting shareholder interests and legal risk management, check out our co-founder exit strategy guide and our tips for raising capital.

Written Resolutions vs Shareholder Meetings: What’s the Difference?

Let’s quickly recap the main differences:

• Written resolutions: No physical (or virtual) meeting required. Decisions are circulated in writing and approved by eligible shareholders.
• Shareholder meetings: Formal gatherings (in person or online) where those present can discuss, ask questions, and vote in real time.
• Speed and flexibility: Written resolutions are fast, efficient, and ideal for routine or time-sensitive decisions-meetings can be better for big changes needing discussion.
• Legal validity: Both are legally binding if correct procedures are followed, with certain decisions only allowed at meetings (as covered above).

Not sure which approach suits your needs? It can depend on the topic, your shareholder mix, and even your company’s culture. When in doubt, ask a professional-sometimes the quickest way isn’t the best way if there’s a chance of shareholder dissent or confusion.

Key Takeaways

• Written resolutions allow UK private companies to make shareholder decisions efficiently and legally without calling a physical meeting.
• Both the directors and shareholders (with at least 5% of voting rights) can propose written resolutions, but must follow strict legal and procedural rules.
• Written resolutions require clear drafting, an explanatory note, and delivery to all eligible shareholders-missing steps can lead to fines or challenges.
• You can’t use written resolutions for removing directors or auditors-these require a formal shareholder meeting.
• The company’s articles of association may impose further restrictions or requirements, so reviewing them (or getting them reviewed) is a must.
• Getting your legal foundations right from the outset-including for shareholder resolutions-protects your company and keeps things running smoothly as you grow.

Need tailored advice, or help drafting or reviewing a resolution for your company? Reach out for a free, no-obligations chat on 08081347754 or team@sprintlaw.co.uk. Our team of friendly legal experts is here to help you get your legal foundations right from day one.