Written Resolutions in the UK: Pass Decisions Without a Meeting

If you run a private company in the UK, you don’t always need to call a general meeting to make shareholder decisions. In many cases, you can use written resolutions - a faster, quieter and often cheaper way to get valid approvals without getting everyone in a room.

In this guide, we’ll explain what a written resolution is, when to use one, and the exact steps to pass it under UK law. We’ll also flag the voting thresholds, filing rules and common pitfalls to avoid so your decisions stand up to scrutiny as your business grows.

Let’s break it down in plain English so you can use written resolutions with confidence.

What Is A Written Resolution Under UK Company Law?

A written resolution is a decision of the shareholders (members) of a private company that’s agreed in writing instead of being voted on at a general meeting. It has the same legal effect as a resolution passed at a meeting - provided you follow the correct process.

Under the Companies Act 2006, almost any shareholder decision a private company can take at a meeting can be passed as a written resolution. There are two key exceptions - you cannot use a written resolution to:

• Remove a director before their term ends; or
• Remove an auditor before their term ends, or appoint a replacement for an auditor who’s been removed.

Everything else (for most private companies) is fair game for written resolutions - approving dividends, changing the company name, allotting shares, adopting new articles, and more. Whether the resolution is “ordinary” (more than 50%) or “special” (at least 75%) depends on the subject matter and the law or your articles.

Your company’s Articles of Association can set out additional rules about how written resolutions are circulated, the time limits and the mechanics - so it’s worth checking your Articles before you start.

When Should A Small Business Use The Written Resolution Procedure?

Written resolutions are popular with small, closely-held companies because they’re convenient and quick. You don’t need to send formal meeting notices, schedule diaries or handle proxies. Instead, you circulate the exact text of the resolution and collect written agreement.

They’re a great fit when:

• Shareholders are few in number and generally aligned.
• You need a decision urgently (e.g. to issue shares to an investor or approve a key contract).
• It’s difficult to get everyone together for a meeting - think busy directors or overseas shareholders.
• You want a clean paper trail that clearly shows who agreed and when.

That said, a meeting may be better if you expect debate or need to allow questions before a vote. In those cases, running an AGM or calling an EGM can be the right call. For board-level matters (not shareholder decisions), you’ll usually pass a Board Resolution instead of a shareholder resolution.

How To Pass A Written Resolution Step-By-Step

If your Articles allow it (most do), here’s the standard written resolution procedure for private companies.

1) Decide The Type Of Resolution And Draft The Text

Work out whether the decision requires an ordinary resolution (more than 50% of total voting rights) or a special resolution (at least 75%). If it’s a special resolution, the document must say so explicitly in the text.

Draft the resolution wording clearly. The resolution should set out exactly what the shareholders are agreeing to, and if applicable, include any documents being approved (for example, new articles, an allotment authority or a share buy-back agreement).

Tip: Make sure the resolution aligns with the Articles, your Shareholders Agreement (if you have one), and any investor rights. Misalignment here is a common source of disputes.

2) Circulate The Resolution And Any Accompanying Statement

The resolution can be circulated by the directors, or by members holding the required threshold to propose resolutions under the Companies Act and your Articles. You must also send a copy to the company’s auditors at or before the time it’s sent to members (if you have an auditor).

Circulation can be in hard copy or by email/electronic means, provided your Articles allow electronic communications and you use the correct email addresses on the member register.

The circulation should include:

• The full text of the resolution(s).
• A statement explaining how members can signify agreement (e.g. signing and returning a PDF, replying “I agree” from a registered email, or using an e-signing platform).
• The date of circulation and the deadline for responses.
• Where applicable, any explanatory note - keeping it balanced and accurate.

3) Collect Written Agreement Correctly

Each eligible member can agree in writing - by signing a hard copy, an electronic signature, or by email if your Articles permit this. The agreement must identify the member and the resolution being agreed.

Agreements don’t have to be on one document. Members can sign separate copies of the same resolution (counterparts). Keep all signed copies together in your company records.

4) Meet The Time Limit

There is a strict time limit for written resolutions. If not specified in your Articles, the default period is 28 days from the circulation date. If the required majority isn’t reached within that period, the resolution lapses and you’ll need to start again.

Practical tip: When you circulate the resolution, include the exact deadline date and time to avoid confusion.

5) Confirm The Result And Keep Records

Once the threshold is reached within the time limit, the resolution is passed. You should record the date it passed (the date the required majority was achieved) and notify all members of the outcome.

File any resolutions or related forms with Companies House where required (more on this below), update your statutory registers, and store the signed agreements securely for the statutory retention period.

Voting Thresholds, Exclusions And Pitfalls To Avoid

Getting the voting maths right is critical. Mistakes here can invalidate your decision.

Ordinary Vs Special Resolutions

• Ordinary resolution: Requires more than 50% of the total voting rights of eligible members. Examples include approving dividends and granting directors general authorities (unless your Articles say otherwise). If you need a quick refresher on what fits where, read up on the difference between an ordinary resolution and a special resolution.
• Special resolution: Requires at least 75% of total voting rights. These are reserved for more significant changes, such as adopting new articles, changing the company name or reducing share capital (subject to additional procedures).

Count Votes By Voting Rights, Not Heads

With written resolutions, votes are effectively counted on a “poll” basis - by reference to each member’s voting rights (usually the number of voting shares held), not one member one vote. If you have multiple share classes or different voting rights, make sure you count carefully across the classes eligible to vote on that resolution.

Two Resolutions May Be Needed

Some actions require an enabling resolution and a consequential resolution. For example, adopting new articles is typically a special resolution, while authorising directors to allot shares might be an ordinary resolution. Consider circulating both together if they relate to the same transaction.

Don’t Use Written Resolutions For Excluded Actions

Remember: you cannot use a written resolution to remove a director or auditor or appoint a replacement for a removed auditor. Those require a meeting with proper notice and the right to be heard.

Watch Your Articles And Ancillary Agreements

Your Articles may add conditions (for example, drag-along/tag-along provisions, pre-emption rights or class consent rules). A well-drafted Shareholders Agreement can also impose additional approval thresholds or vetoes. Always check both before circulating a resolution.

Circulation Mechanics Matter

Only “eligible members” should receive the resolution (generally, those entitled to vote on the matter on the circulation date). Sending to the wrong list or missing someone who is eligible can cause challenges later.

A Note On Board Decisions

Don’t confuse shareholder written resolutions with decisions of the board. Directors make most day-to-day decisions via board minutes or written board resolutions. If you need a formal board paper trail, consider using a practical Directors’ Resolution template and align it with the Companies Act and your Articles.

Filing, Notices And Record-Keeping Requirements

Passing a written resolution is only half the job. You also need to handle filings and records properly.

What Must Be Filed At Companies House?

• Special resolutions: You must file a copy of any special resolution with Companies House within 15 days of it passing. If you adopted new articles, file the new articles at the same time.
• Certain ordinary resolutions: Some ordinary resolutions also need filing (for example, where the law requires it or where they affect the Articles). Check the specific action you’re taking to confirm if a filing is triggered.
• Follow-on forms: Many resolutions trigger statutory forms - for example, allotting shares involves filing a return of allotment (SH01) and updating the register of members.

Internal Records You Must Keep

• Keep a copy of every written resolution proposed and the signed agreements for at least 10 years.
• Update your registers (members, directors, charges, PSCs) where the decision affects them.
• Ensure your minute book shows the date the resolution was passed and any related board approvals.

Auditor Notifications

If you have an auditor, you must provide them with a copy of documents circulated to members for written resolutions at or before the time of circulation. It’s a simple step, but it’s often forgotten.

Meetings Still Have Their Place

Even if you’re using written resolutions most of the time, some decisions are still best dealt with in person. Understanding when you need an AGM or a properly convened general meeting versus a written resolution will keep you compliant and avoid shareholder friction.

Practical Tips To Make Written Resolutions Smooth

Use Clear, Single-Issue Wording

Avoid bundling unrelated matters into one resolution. If shareholders disagree with one part, it can derail the entire approval. Use separate resolutions for distinct decisions and label them clearly (e.g. “Ordinary Resolution – Authority to Allot Shares,” “Special Resolution – Adoption of New Articles”).

Sign-Off Method: Keep It Simple And Verifiable

Tell members exactly how to agree. If you accept scanned signatures or e-signatures, say so. If agreement by email is permitted under your Articles, require replies from the registered email address with a specific wording such as “I, , agree to the written resolution circulated on .”

Build In Lead Time For Filings

If your transaction depends on a filed special resolution (for example, a name change), plan enough buffer for Companies House processing and any follow-on steps before you announce or complete the deal.

Align With Your Articles And Shareholders Agreement

Before you circulate, check for pre-emption rights, class consents or enhanced voting thresholds embedded in your constitutional documents. If you’re amending or replacing your constitutional documents, review your existing Articles of Association and any Shareholders Agreement so your changes are effective and enforceable.

Document The Board’s Recommendation

For significant matters, it’s good practice for the directors to record their recommendation in a board minute or board written resolution before circulating the shareholder written resolution. This can help demonstrate that directors considered their duties and acted in the company’s best interests.

Know Your Thresholds And Triggers

If you’re unsure whether something needs more than 50% or 75%, confirm before you circulate. Our quick guides to an ordinary resolution and to special resolution triggers are handy references. Getting this wrong can invalidate the approval and cause delays later.

Don’t Forget Board-Only Approvals

Many operational decisions don’t need shareholder approval at all - they’re for the board. Use well-kept board minutes or a Directors’ Resolution template to keep your corporate records clean and compliant.

Plan For Growth

As your cap table becomes more complex, managing consents can get harder. Clear, practical processes - and documents that are tailored to your business - will save time and reduce risk. If you’re refreshing your constitution or investor rights, align the written resolution procedure with how your team actually operates.

Key Takeaways

• Written resolutions let private companies pass shareholder decisions in writing without holding a meeting - they’re fast, efficient and legally valid when done correctly.
• You can’t use written resolutions to remove a director or auditor (or appoint a replacement for a removed auditor); those require a meeting.
• Decide whether you need an ordinary or special resolution, draft clear wording, circulate to eligible members (and your auditor), collect written agreement within the time limit, and keep a complete paper trail.
• Count votes by total voting rights, not by headcount, and check for any class consents, pre-emption rights or enhanced thresholds in your Articles or Shareholders Agreement.
• File special resolutions with Companies House within 15 days, update registers and minute books, and keep signed agreements for at least 10 years.
• Use meetings where debate is likely, and keep board-level decisions separate via a Board Resolution and proper minutes. If your written resolution touches constitutional changes, review your Articles of Association first.

If you’d like tailored help drafting a written resolution, aligning it with your Articles and cap table, or handling any Companies House filings, our team can assist end-to-end. You can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.