Written Resolutions in UK Companies: What to Know

Need to pass a decision quickly without calling a meeting? A written resolution can be the simplest way for a private company to formalise a decision - without the logistics of getting everyone in a room (or on a call).

If you run a private limited company, understanding how written resolutions work under the Companies Act 2006 will save time, reduce admin and keep your company records tidy. It’s also crucial you use them correctly - some decisions can’t be passed this way, and there are strict rules about how to circulate, sign and file resolutions.

Below, we break down what a written resolution is, when to use one, the voting thresholds, the process for members and directors, and common pitfalls to avoid.

What Is A Written Resolution?

A written resolution is a formal decision of a company that shareholders (members) approve in writing, instead of voting at a general meeting. It’s available to private companies under the Companies Act 2006. Public companies can’t use written resolutions for shareholder decisions.

There are two main types of shareholder written resolutions:

• Ordinary written resolution - requires a simple majority (more than 50%) of eligible votes cast.
• Special written resolution - requires 75% or more of eligible votes cast.

In addition, your board can also make decisions by way of a directors’ written resolution (sometimes called a board resolution in writing) if your articles of association allow it (most do, including the Model Articles).

If you’re not sure which threshold applies for your decision, have a quick look at ordinary vs special resolutions in our plain-English explainer: Ordinary vs Special Resolutions.

When Can (And Can’t) You Use A Written Resolution?

You can use a shareholder written resolution for most decisions that would otherwise be taken at a general meeting. That includes routine matters like approving accounts, changing the company name, authorising share allotments (subject to pre-emption rights), or adopting/replacing policies. It’s often the most efficient route for owner-managed companies where shareholders are aligned.

However, the law draws a line for certain decisions that must be made at a meeting. You cannot pass a written resolution to:

• Remove a director (that decision must be made at a meeting with proper notice and the director’s right to be heard).
• Remove an auditor before end of term or appoint a new auditor to fill a casual vacancy.

Why does this matter? Meetings provide procedural fairness for decisions that directly affect a person’s office. If you’re considering removing a director, make sure your meeting process, notice and voting align with the law and your articles - and consider documenting the outcome with a clear Directors Resolution Template after the vote.

Also remember: written resolutions are a members’ tool. They’re not the right vehicle for everyday management decisions of the board - use a board meeting or a directors’ written resolution instead.

How Do Shareholder Written Resolutions Work Under UK Law?

For private companies, written resolutions are governed by the Companies Act 2006 and your articles. Here’s the practical flow you’ll follow in most cases.

1) Who Can Propose A Written Resolution?

• The board can propose a written resolution and circulate it to eligible members.
• Shareholders holding at least 5% of the voting rights (or a lower threshold if your articles allow) can also require the company to circulate a written resolution.

Before you circulate anything, check your Articles of Association for any bespoke procedures or thresholds. If you’ve never reviewed them since incorporation, it’s worth a quick health check - a short Articles of Association Review can flag anything that might trip you up.

2) Draft The Resolution Clearly

Clarity is key. State exactly what the company is resolving to do. If it’s a special resolution, say so expressly in the text (and include any exact wording you intend to adopt, such as a new article or policy). For example:

• “That the company change its name to Limited.” (ordinary resolution unless your articles say otherwise)
• “That the draft amended Articles of Association attached be adopted as the articles of the company with immediate effect.” (special resolution)

3) Circulate To Eligible Members

Send the written resolution to every eligible member by your chosen method (post or electronically, if permitted). Include explanatory guidance if it helps shareholders understand what they’re voting on. If you’re circulating electronically, ensure your process captures valid signatures or authenticated consent.

4) Set The Deadline

By default, a written resolution lapses if not passed within 28 days from the circulation date (unless your articles specify a different period). To avoid confusion, put the exact deadline on the face of the resolution and in the covering note.

5) Collect Signatures Or Written Consents

Members approve the resolution by signing and dating it, or by providing authenticated written consent (for example, via a secure e-signature platform). Votes are counted by reference to the voting rights attached to the shares held by those who sign. You don’t need everyone to sign - just enough to reach the required majority of eligible votes.

If you have a small group of owners, it’s wise to cross-check how your voting rights are set out in your Shareholders Agreement and articles. Investor rights, pre-emption provisions or consent matters may require enhanced thresholds or unanimous approval for certain actions.

6) Record The Result And File If Required

Once the resolution has the necessary majority within the time limit, it’s passed. Keep a signed copy with the company’s records and update any registers impacted by the decision (e.g. share allotments, PSC register, or the register of members).

If it’s a special resolution, you must file it at Companies House within 15 days, together with any document that it approves (e.g. new articles). Many ordinary resolutions don’t need filing, but the changes they authorise might (for example, an allotment return). If in doubt, note the decision and make the associated filings promptly.

How Do Board Written Resolutions Work?

Directors can usually adopt a decision by written resolution without holding a board meeting, provided your articles allow it. The process is simpler than a shareholder written resolution:

• Circulation - a director or the company secretary circulates the proposed board resolution to all eligible directors.
• Unanimity - under the Model Articles, a directors’ written resolution generally requires all eligible directors to sign or otherwise indicate agreement (unless your articles say a majority is enough).
• Effect - the decision takes effect when the last eligible director signs, unless the resolution specifies a later date.

It’s good practice to keep your board paperwork consistent - whether you hold meetings or sign in writing, maintain a clear audit trail. If you’re not sure how to structure and keep minutes and consents, this guide on Board Resolutions covers the essentials.

Where the decision affects constitutional matters or shareholder rights, the board can’t replace a members’ vote; a shareholder resolution is required. For example, adopting new articles needs a special shareholders’ resolution, even if all directors agree.

Drafting, Signing And Record-Keeping: Practical Steps

Small companies often move quickly. Here’s a straightforward checklist to keep the paperwork clean and compliant when using written resolutions.

Drafting Tips

• Say what it is - label the document “Written Resolution of the Members” or “Written Resolution of the Directors,” and identify whether it’s ordinary or special (for members).
• Be precise - set out the exact action to be approved; attach drafts (e.g. new articles) if relevant.
• Confirm thresholds - note the voting threshold and how it will be calculated.
• Set the deadline - include the final date by which the resolution must be approved (28 days by default for members).
• Explain consequences - add a short explanatory note where helpful, especially for complex share or constitutional changes.

Signing Mechanics

• Electronic signatures - generally acceptable; just make sure each signature or consent is identifiable and attributable to the person signing.
• Counterparts - allow members or directors to sign separate copies and treat them as one document.
• Eligible voters - confirm who’s entitled to vote (watch for non-voting shares, joint holders, transfers “in flight”).
• Authority - if a corporate shareholder is voting, ensure the signatory is properly authorised.

Records And Filings

• Company books - file signed copies with your statutory records. Keep a clean log of the circulation date, approvals received, and the date passed.
• Companies House - file special resolutions within 15 days and submit any related forms required by the action (e.g. share allotment returns).
• Follow-on updates - update internal registers and issue any share certificates promptly after allotments.

If your board is documenting a decision after a meeting, a professionally prepared Directors Resolution Template helps ensure consistency and avoids missing crucial details.

Common Pitfalls And How To Avoid Them

Written resolutions are designed to be simple - but there are a few traps that can invalidate the process or cause downstream issues.

Using A Written Resolution When A Meeting Is Required

Attempting to remove a director or auditor by written resolution will not be valid. If you need to navigate a removal, plan for a properly convened meeting and ensure your notice and right-to-be-heard obligations are respected. Afterwards, record the outcome with clear board minutes or a follow-on directors’ resolution. If your governance processes need a refresh, consider aligning them with your articles and board procedures.

Misunderstanding Voting Thresholds

Mixing up ordinary and special resolution thresholds is a classic mistake. Use ordinary (over 50%) for routine business and special (75%) for key constitutional or rights-affecting decisions. If you’re weighing up which threshold applies, this overview of Special Resolutions sets out common decisions that require 75% approval.

Letting The 28-Day Window Expire

Member written resolutions lapse if not passed in time. Build in reminders and aim to collect approvals well before the deadline to avoid re-circulating. Where shareholders are busy, a quick explanatory note and a clear e-signature workflow can speed things up.

Overlooking Shareholder Agreements Or Consent Rights

Even if a decision passes as a matter of company law, you still need to comply with any investor or veto rights you’ve agreed privately. Cross-check your Shareholders Agreement for reserved matters, drag/tag provisions, or enhanced thresholds before you circulate a resolution.

Not Filing Or Updating Records

Passing the resolution is only half the job. Make the associated filings, update registers and issue certificates promptly. It’s much easier to keep the house in order than to unwind a missed filing months later.

Skipping A Constitution Tune-Up

As your business grows, the default Model Articles may no longer fit. If you keep bumping into friction around decision-making, voting or board processes, it may be time to adopt bespoke articles via a special resolution. A short consult can identify practical tweaks, and you can capture the change with a clear members’ resolution and filing. If you need help drafting and adopting new articles cleanly, start with an Articles Review and plan the special resolution accordingly.

Key Takeaways

• A written resolution lets a private company pass shareholder decisions in writing without a meeting; use it for most routine and many strategic decisions.
• Decide if you need an ordinary (over 50%) or special (75%) resolution - and label the document clearly so there’s no doubt.
• You cannot use a written resolution to remove a director or auditor - those decisions must be made at a meeting with proper notice and procedure.
• Follow the process: draft precisely, circulate to all eligible members, collect authenticated consents, and be mindful of the 28-day default time limit.
• Board decisions can also be made by directors’ written resolution if your articles permit; keep a consistent paper trail of board approvals and minutes.
• Don’t forget the admin: file special resolutions at Companies House within 15 days and update your registers and certificates as needed.
• Check your Articles of Association and Shareholders Agreement for consent rights or bespoke voting rules before you circulate a resolution.
• If you’re unsure about thresholds, wording or filings, use a reliable structure for your paperwork - a Directors Resolution Template and this guide to Board Resolutions are helpful starting points.

If you’d like help drafting a written resolution, tidying up your articles or planning the filings, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.