Written Resolutions Under the Companies Act in the UK: Practical Guide

If you’re running a UK startup or SME, you’ll know that company decisions don’t stop just because everyone’s busy.

Maybe you need to approve a new director, issue shares to an investor, adopt new terms for a subscription model, or sign off the annual accounts - but you can’t get everyone in the same room (or even on the same call).

That’s exactly where a written resolution can be a lifesaver.

In this guide, we’ll walk you through how written resolutions work under the Companies Act 2006, when you can (and can’t) use them, the voting thresholds that apply, and the practical steps to make sure your written resolutions are valid and properly recorded.

What Is A Written Resolution (And Why Would You Use One)?

A written resolution is a way for the shareholders (members) of a company to make a formal decision without holding a general meeting.

Instead of calling everyone together, the company circulates a written document that sets out:

• the proposed decision (the resolution), and
• how shareholders can show their agreement (for example, by signing, confirming electronically, or responding in line with the company’s process).

For many small businesses, written resolutions are popular because they’re:

• Faster than organising a meeting and giving notice
• More practical where shareholders are in different locations (or time zones)
• Clearer, because the decision is documented in writing
• Useful for routine approvals (appointments, share allotments, adopting policies, and so on)

One important point though: a “written resolution” in this context is a shareholder decision. It’s different from a board decision made by directors.

Directors usually make decisions by board meetings or board resolutions. If you’re recording director decisions, it’s still wise to keep proper records like Meeting Minutes, even if the decision is straightforward.

Who Can Use Written Resolutions Under The Companies Act 2006?

This is where the written resolution rules in the Companies Act matter.

Private Companies Can Use Written Resolutions

Under the Companies Act 2006, written resolutions are a mechanism for private companies. That’s why you’ll see written resolutions used all the time in founder-led companies and SMEs.

Public Companies Generally Can’t Use Written Resolutions

As a general rule, public companies pass shareholder resolutions at general meetings rather than by written resolutions. If you’re unsure which category you fall into, check your Companies House registration and your constitution.

Your company’s constitution will usually include its articles of association. It’s worth keeping these in shape as your business grows, especially if you’ve raised investment or introduced different share classes - an Articles Of Association Review can help you confirm the rules you’re meant to be following.

Written Resolutions Are For Shareholders (Not Directors)

A shareholder written resolution is passed by the members of the company. If the decision is something the directors can approve on their own, you might not need a shareholder written resolution at all - but you still need to document the decision correctly.

In practice, many companies use:

• director resolutions for day-to-day management decisions, and
• written resolutions for big structural decisions that require shareholder approval.

What Types Of Decisions Can A Written Resolution Cover (And What Can’t It Do)?

Written resolutions can cover many of the big-ticket items that come up in startups and SMEs, such as:

• approving the allotment or issue of shares to new or existing shareholders
• authorising directors to enter into key agreements (where shareholder approval is required)
• adopting or amending the articles of association (usually a special resolution)
• approving certain related-party transactions (depending on your constitution and any shareholders agreement)
• approving a share buyback or other capital changes (often with strict procedural steps)

If your business has multiple shareholders (especially investors), you’ll often have overlapping rules in your constitution and your shareholders arrangements. A properly drafted Shareholders Agreement can clarify who needs to approve what - and what happens if someone doesn’t respond.

Decisions You Can’t Make By Written Resolution

There are limits. Under the Companies Act 2006, written resolutions can’t be used for certain decisions that must be handled at a meeting.

The two classic examples are:

• removing a director (ordinary resolution with special notice requirements), and
• removing an auditor.

These are treated as sensitive decisions where the law expects a meeting process (including giving the relevant person the right to make representations).

If you try to handle these via a written resolution, you risk the resolution being invalid - which can create a mess later if the decision is challenged or relied on (for example, when you’re raising funds, selling the business, or applying for finance).

Ordinary Vs Special Written Resolutions: Voting Thresholds You Need To Know

Not all written resolutions are created equal. The Companies Act splits shareholder resolutions into two main types:

Ordinary Written Resolution

An ordinary resolution usually needs a simple majority of votes cast (generally more than 50%).

Common examples include:

• appointing directors (often by shareholders, although some articles allow directors to appoint someone to fill a vacancy or as an additional director)
• approving certain routine shareholder decisions
• declaring a final dividend (where the articles require shareholder approval; interim dividends are usually decided by directors)

If you’re preparing one for your company records, using an Ordinary Resolution Template as a starting point can help you keep the structure clear and consistent.

Special Written Resolution

A special resolution is for more major decisions and typically requires at least 75% shareholder approval.

Examples often include:

• changing the company’s articles of association
• changing the company name
• reducing share capital (subject to other legal requirements)
• winding up the company

The practical takeaway is that the type of written resolution affects:

• the voting threshold, and
• how hard it might be to pass if you have multiple shareholders (especially if relationships are strained or investors have veto rights).

How To Pass A Written Resolution: A Step-By-Step Process For SMEs

The good news is that passing written resolutions can be quite straightforward - as long as you follow the rules carefully.

Here’s a practical step-by-step approach UK SMEs and startups commonly use.

1) Check Whether You Actually Need A Shareholder Resolution

Before you draft anything, work out:

• Is this decision one for the directors or the shareholders?
• Do the Companies Act 2006 or your articles require shareholder approval?
• Does your shareholders agreement add extra approval requirements?

This is the part where mistakes often happen, especially in fast-moving startups. What feels like a “quick admin change” can actually be a decision with legal consequences (like issuing shares, changing rights, or approving a conflict transaction).

2) Draft The Written Resolution Clearly

Your written resolution should be drafted in plain English, but with enough precision that it’s enforceable and unambiguous.

At a minimum, it should include:

• the company name and number
• the exact wording of the resolution
• whether it is an ordinary or special resolution
• how shareholders can agree (signing, electronic confirmation, etc.)
• the deadline for responses (if applicable)

In many private companies, the default deadline is important: under the Companies Act 2006, a written resolution generally lapses if it’s not passed within 28 days of circulation (unless your articles specify a different period).

If the resolution is approving the signing of a contract or deed, pay attention to execution requirements. Deeds in particular have special signing rules, and getting this wrong can cause real enforcement issues later - Executing Contracts And Deeds is a helpful reference point when you’re dealing with formal documents.

3) Circulate It To Eligible Shareholders

You must send the written resolution to all eligible shareholders (members) entitled to vote on it, and it should be accompanied by clear instructions on how to indicate agreement.

In a small company, that might just be a few founders. In a scaling startup, it might include:

• angel investors
• employees with shares
• a seed fund or VC
• shareholders holding different classes of shares

Make sure you’re circulating it to the right people and using the correct contact details (especially if some investors are entities and not individuals).

4) Collect Shareholder Agreement Properly

Shareholders often “sign” a written resolution, but the Companies Act allows members to signify agreement in writing or by electronic means. In practice, what’s valid depends on:

• what your articles allow (including any specific rules on written resolutions and how members can respond)
• how you’ve set up shareholder communications (including whether electronic communications are permitted and agreed)
• whether you’re relying on electronic confirmations rather than signatures

Many SMEs use email approvals as a practical step, but it’s worth checking your constitution and notices provisions so you’re not assuming email is enough where a signature (or a particular process) is required. If you’re relying on email, it’s worth understanding when Emails Are Legally Binding, and whether your constitution requires a wet ink signature or allows electronic agreement.

As a general rule, get the best evidence you can. If you ever have to prove the decision later (to an investor, a buyer, a bank, or in a dispute), you’ll be glad you did.

5) Confirm The Resolution Has Passed

A written resolution is passed when the required majority has agreed (for example, over 50% for an ordinary resolution, or 75% for a special resolution), calculated by voting rights - and it must be achieved within the relevant time limit (often 28 days, unless your articles say otherwise).

Make sure you understand:

• who has voting rights, and whether any shares are non-voting
• whether votes are weighted (they usually are, by shareholding)
• whether any class consents are required (common where different share classes exist)

6) Store It With Your Company Records (And Make Any Required Filings)

This part is easy to overlook when you’re moving quickly, but it matters.

You generally need to:

• keep the written resolution in the company’s statutory records
• update registers if relevant (e.g. register of members, register of directors)
• make Companies House filings if the decision triggers them (e.g. changes to directors, changes to articles, share allotments, etc.)

If you want a consistent format for documenting internal decisions, it can help to keep a standard approach to company paperwork, including a Company Resolution record that matches your corporate governance style.

Common Mistakes With Written Resolutions (And How To Avoid Them)

Written resolutions are meant to simplify governance, but they’re still a legal mechanism - and that means there are a few traps to watch out for.

Mixing Up Director Decisions And Shareholder Decisions

A very common startup mistake is having shareholders “approve” something the directors should approve (or the other way around).

This can lead to:

• internal confusion about who has authority
• unintended breaches of the articles or shareholders agreement
• due diligence problems when you raise funds or sell the business

Using The Wrong Type Of Resolution

If you use an ordinary resolution when the law requires a special resolution (or vice versa), the decision might not be effective.

For example, changing articles usually needs a special resolution. If you treat it like an ordinary resolution and only get 55% approval, you’re likely not covered.

Not Following Signing And Execution Formalities

This can be especially risky if the written resolution is tied to signing formal documents.

Even the “simple” question of what counts as a proper signature can matter, particularly with deeds, share transfers, or high-value transactions - Legal Signature Requirements is a good checkpoint if you’re uncertain.

Poor Recordkeeping

In a dispute, the paperwork matters. So does investor due diligence.

If you can’t produce clean, dated records showing that a written resolution was properly circulated, responded to within the relevant time limit, and approved, you may struggle to prove the decision is valid.

A simple internal process helps a lot, such as:

• keeping a central “company decisions” folder
• saving signed PDFs and email approvals
• recording the result (date passed and voting outcome)
• updating registers immediately

Key Takeaways

• A written resolution lets shareholders approve company decisions without holding a general meeting, which can be much faster for SMEs and startups.
• Under the Companies Act 2006, written resolutions are mainly for private companies, and they are a shareholder (not director) decision-making tool.
• You’ll usually need an ordinary written resolution for routine matters (typically over 50% approval) and a special written resolution for major constitutional changes (typically 75% approval).
• Some decisions (like removing a director or auditor) generally can’t be made via written resolutions and must be handled at a meeting with the correct process.
• To keep your written resolutions enforceable, draft them clearly (including the response deadline), circulate them to the right shareholders, collect approvals properly (including electronic approvals where permitted), and store them in your statutory records.
• If your company has investors or multiple share classes, make sure the written resolution aligns with your constitution and any Shareholders Agreement, so you don’t accidentally breach consent or veto rights.

If you’d like help preparing a written resolution (or checking whether you need shareholder approval at all), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.