What Is a Written Resolution?

If you run a UK company, you’ll eventually need to make formal decisions as a board or as shareholders. Sometimes that decision can’t wait for the next meeting (or you simply don’t want the admin of calling one).

That’s where a written resolution comes in.

In this guide, we’ll answer the big question of what a written resolution is, when you can use one, how the process works for UK companies, and the common mistakes that can trip up small businesses and startups.

What Is A Written Resolution?

So, what is a written resolution in practice?

A written resolution is a formal company decision that is made in writing instead of being voted on at a meeting.

Depending on what you’re deciding, a written resolution might be:

• a shareholder resolution (members of the company approve something), or
• a director resolution (the board approves something).

When most people search “what is a written resolution”, they’re usually asking about shareholder written resolutions under the Companies Act 2006. That’s because the Companies Act sets out a specific process for written resolutions of members, including voting thresholds and how to circulate the resolution.

But directors can also approve decisions in writing, typically under:

• your company’s Articles of Association (and any shareholders agreement), and
• general director duties and governance rules.

The key idea is the same: instead of holding a meeting, you document the decision properly, get the right people to approve it, and keep it with your company records.

Why Do Written Resolutions Matter For Small Businesses?

For startups and SMEs, written resolutions are popular because they’re:

• fast (you can get signatures the same day);
• practical (especially if shareholders are busy or overseas);
• cost-effective (less meeting admin); and
• clear (the decision is recorded in a tidy, standalone document).

But they still need to be done correctly. If you get the process wrong, you can end up with disputes later (particularly when you’re fundraising, selling the business, or dealing with a shareholder fallout).

When Would Your Company Use A Written Resolution?

You can use a written resolution for many day-to-day (and high-stakes) company decisions. The “right” approach depends on:

• who needs to approve the decision (directors or shareholders);
• what your constitution says; and
• what UK company law requires for that type of decision.

Common situations where written resolutions are used include:

1) Approving Routine Shareholder Decisions Without A Meeting

Shareholders often use written resolutions to approve matters that would otherwise be decided at a general meeting, such as:

• approving certain share issues or changes to share rights;
• approving a significant transaction (where shareholder approval is required under your governance documents);
• making changes to the company’s constitution.

Some shareholder decisions cannot be done by written resolution. For example, removing a director under the Companies Act 2006 generally needs an actual meeting (with “special notice”), rather than a written resolution.

If you’re unsure whether something needs shareholder approval or can be done by the board, it’s worth getting advice early. This is one of those areas where “we’ll just sign something” can become a problem later during due diligence.

2) Making Director Decisions Efficiently

Directors can often pass decisions in writing (again, check your articles). For example:

• opening a bank account;
• approving a contract or supplier arrangement;
• authorising someone to sign documents for the company;
• approving internal policies.

Even if your directors do meet, you’ll still want proper record-keeping. If you do hold meetings, keep good notes as meeting minutes so your decisions are easy to evidence later.

3) Avoiding The Admin Of Calling A Meeting (AGM/EGM)

In many private companies, written resolutions are used as a practical alternative to calling a general meeting (an EGM) for one-off decisions.

If you’re weighing up meetings vs written decisions, it helps to understand the formal meeting route too (notice requirements, quorum rules, voting processes). For context, the rules around meetings can be seen in topics like AGM rules, although many smaller private companies don’t hold AGMs in the same way larger organisations do.

How Do Written Resolutions Work Under UK Company Law?

The process differs slightly depending on whether it’s a shareholder written resolution or a director written resolution.

Because the phrase “written resolution” is commonly used for shareholder decisions under the Companies Act 2006, we’ll start there.

Shareholder Written Resolutions (Members’ Resolutions)

A shareholder written resolution is a written document that is circulated to eligible shareholders and approved by the required majority.

In broad terms, the steps look like this:

1. Draft the resolution in clear terms (what exactly is being approved?).
2. Circulate it to eligible shareholders (following the permitted delivery method).
3. Collect approvals (shareholders “sign” or otherwise confirm agreement).
4. Confirm the voting threshold has been met (ordinary vs special resolution).
5. Record and store it with your company records (and make any required filings).

There are a few important legal points here:

• Not every decision can be made by written resolution. Certain matters require a meeting under the Companies Act (for example, removing a director under the statutory procedure), and your constitution can also affect what’s possible.
• Voting is based on shareholding (unless your share rights say otherwise). It’s not “one person, one vote” by default.
• The resolution is “passed” once the required majority of the total eligible voting rights has approved it (not just a majority of whoever responds).

Because process mistakes can undermine the validity of the decision, it’s worth being careful with how you circulate the resolution and how you calculate votes (especially where there are different share classes or investor rights involved).

Director Written Resolutions

Director written resolutions usually come from the company’s internal governance rules (mainly your articles) rather than a single “one-size-fits-all” statutory written-resolution procedure.

Many sets of articles allow directors to make decisions in writing if all eligible directors agree (or if the required majority agrees, depending on the drafting).

Practically, the document should:

• identify the company and date;
• set out the decision(s) being approved;
• state that it’s a director resolution made in writing; and
• include signatures (or another valid approval method) from the required directors.

If the decision is significant (for example, entering a long-term commercial agreement, granting security, or approving a funding round), get the wording right and keep a strong paper trail.

What’s The Difference Between An Ordinary Resolution And A Special Resolution?

Once you understand what a written resolution is, the next question is usually: “okay, but what type of resolution do we need?”

In UK company law, shareholder resolutions are commonly split into:

• Ordinary resolutions, and
• Special resolutions.

Ordinary Resolution

An ordinary resolution generally requires a simple majority to pass (more than 50% of the total voting rights of eligible shareholders).

Ordinary resolutions are typically used for “standard” shareholder decisions.

If you need a starting point for wording, an ordinary resolution template can help you understand the structure, but it should still be tailored to your company’s specific facts.

Special Resolution

A special resolution generally requires a higher approval threshold (75% of the total voting rights of eligible shareholders).

Special resolutions are usually required for more fundamental changes, like:

• changing the Articles of Association;
• changing the company’s name; or
• approving certain structural or constitutional changes.

Because these decisions can significantly affect shareholder rights, the law expects a stronger level of consensus.

Why This Matters For Founders

If you’re a founder, it’s easy to assume you can “just decide” as long as everyone’s on board informally. But voting thresholds matter most when:

• you’ve issued shares to co-founders or investors;
• shareholdings are uneven;
• you have different share classes; or
• someone is unhappy and starts challenging decisions.

This is also where a properly drafted Shareholders Agreement becomes very practical, because it often sets out decision-making rules, reserved matters, and what needs approval (and by whom).

How To Draft A Written Resolution (Without Overcomplicating It)

A good written resolution is clear, specific, and easy to follow months (or years) later. That matters because resolutions often resurface during:

• investment due diligence;
• a company sale;
• director/shareholder disputes; or
• audits and compliance checks.

What Should A Written Resolution Include?

While the content depends on the decision, most written resolutions should include:

• Company details (name and registered number is ideal).
• Date (and sometimes an “effective date”).
• Type of resolution (director resolution / ordinary resolution / special resolution).
• The decision in plain English (avoid vague wording like “approved as discussed”).
• Authority/constitutional references if relevant (for example, noting the relevant articles or shareholder consent requirements).
• Signature blocks for the directors/shareholders (or confirmation method).

If the resolution approves a contract, be precise about what’s approved. For example:

• name of the agreement;
• parties;
• date;
• any key variations or negotiated points; and
• authority for someone to sign on behalf of the company.

Do You Need To Sign A Written Resolution As A Deed?

Usually, a written resolution itself doesn’t need to be a deed. But the document you’re approving might need to be executed as a deed (or with specific signing formalities).

For example, certain documents (like some property-related documents, or documents intended to be deeds) require deed execution rules. If you’re unsure, it’s worth checking the signing mechanics in advance so you don’t end up with an unenforceable document. The practicalities of executing contracts can be a helpful reference point here.

A Quick Tip: Don’t Treat Resolutions Like “Admin”

In a startup, it’s normal to move fast. But if you’re raising investment or scaling quickly, governance “paperwork” is often what investors and buyers check first.

A resolution is evidence that:

• the decision was properly approved;
• the right people agreed; and
• you followed your internal rules and UK company law.

That can save you a lot of back-and-forth later.

Common Mistakes (And How To Avoid Them)

Written resolutions are meant to make life easier, but there are a few classic traps we see with growing UK companies.

1) Getting The Wrong Decision-Maker

A common mistake is using a director written resolution for something that actually needs shareholder approval (or vice versa).

This can happen when:

• founders assume directors can do everything;
• investor rights add extra approval steps; or
• the articles or shareholders agreement contain “reserved matters”.

If you’re not sure who needs to approve what, it’s often worth mapping your governance rules in one place using a clear company resolution process that matches your structure.

2) Not Meeting The Voting Threshold

Another risk is thinking you have enough votes when you don’t.

For example, if a special resolution is required and you only have a simple majority, the decision won’t be valid (even if everyone “seemed fine with it” on email).

This becomes particularly important if:

• a shareholder later disputes the decision; or
• you have multiple share classes with different voting rights.

3) Informal Email Approvals That Don’t Match The Rules

Emails can be part of the approval process, but you need to be careful. The key question is whether your constitution and the Companies Act requirements have actually been satisfied.

If your shareholders are simply replying “sounds good” on an email chain, that might not meet the formal process needed for a written resolution (especially if not all eligible shareholders were properly circulated the resolution, or if the wording is unclear).

4) Poor Record-Keeping

A written resolution is only useful if you can find it later.

Make sure you:

• store signed resolutions in your company records;
• keep copies of any documents approved by the resolution;
• note key details (date passed, who signed, voting calculation if relevant); and
• make any required filings (for example, certain special resolutions need to be filed at Companies House within a specific timeframe).

5) Using A Generic Template That Doesn’t Fit Your Company

It’s tempting to grab a free template and hope for the best. But small differences in your share structure, investor rights, or articles can completely change what the resolution needs to say (and who needs to sign).

As your company grows, “template governance” can create uncertainty that slows down fundraising, partnerships, and exit planning.

Key Takeaways

• A written resolution is a formal company decision made in writing instead of at a meeting, and it can apply to both shareholders and directors (depending on what you’re approving).
• When people ask “what is a written resolution”, they’re often referring to shareholder written resolutions under the Companies Act 2006, which have specific process rules and voting thresholds.
• Ordinary resolutions generally require more than 50% of the total voting rights of eligible shareholders, while special resolutions usually require 75% and are used for major constitutional changes.
• A well-drafted written resolution should clearly state the decision, identify the company and the resolution type, and be signed/approved by the correct people using the correct method.
• Common mistakes include getting the wrong decision-maker (board vs shareholders), miscalculating votes, relying on informal emails, and failing to store resolutions properly.
• If your company has multiple shareholders or investors, strong governance documents (like your articles and a shareholders agreement) make written resolutions much easier to run smoothly.

If you’d like help drafting or reviewing a written resolution (or setting up a simple approvals process that actually works as you grow), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.