Written Resolutions Under The UK Companies Act For Private Companies

If you run a UK private company, you don’t always need to call a general meeting to get shareholder approval. For many decisions, the Companies Act 2006 lets you use a written resolution instead - a faster, more flexible way to get the green light.

Used well, written resolutions save time, reduce admin and keep your business moving. But there are rules. Not every decision can be made this way, there are strict time limits, and you may need to file the result at Companies House.

In this guide, we’ll explain how written resolutions work under the Companies Act, when you can use them, and the step-by-step process to pass one lawfully. We’ll also flag common pitfalls and how your Articles and shareholder arrangements fit into the picture so you’re protected from day one.

What Is A Written Resolution Under The Companies Act 2006?

A written resolution is a formal decision made by the shareholders (members) of a private company without holding a general meeting. Instead of meeting in person (or virtually) to vote, shareholders consider the resolution in writing and indicate their agreement by signature or approved electronic means.

The legal framework is set out in the Companies Act 2006 (primarily sections 288–300). In short:

• Written resolutions are available to private companies only (public companies cannot use them).
• They can be proposed by the directors or by shareholders who hold at least the required percentage of voting rights (often 5%).
• They pass if the requisite majority of eligible shareholders consent within the statutory period.
• They must be recorded and, for certain types, filed at Companies House.

For day-to-day governance, written resolutions sit alongside your general meetings and board resolutions. Think of them as the shareholders’ equivalent of a board decision - efficient when you need a shareholder vote without the formality of a meeting.

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

Most decisions that require shareholder approval can be passed by written resolution. Typical examples include:

• Approving ordinary business where over 50% approval is needed (e.g. authorising an allotment of shares if required, or ratifying certain contracts).
• Passing a special resolution (75% or more) to amend the Articles, change the company name, or approve a reduction of capital by solvency statement (subject to specific procedures).
• Authorising buy-backs of shares (depending on the method), or approving certain transactions with directors where the Act requires shareholder consent.

However, the Companies Act carves out some important exceptions. You cannot use a written resolution to:

• Remove a director before the end of their term; or
• Remove an auditor before their term expires or appoint a replacement for a removed auditor;

Those decisions must be made at a general meeting with the right to be heard. If you’re unsure which voting threshold applies, it’s worth checking the difference between an ordinary vs special resolution and what each one is used for in practice. For a refresher on special resolutions specifically, this overview of special resolutions may help.

Finally, remember that your Articles of Association may set extra requirements. For example, they might require higher thresholds for certain matters or impose a specific process for circulation. Always read your Articles before proceeding.

How To Pass A Written Resolution Step By Step

Here’s a practical workflow to pass a written resolution lawfully and efficiently.

1) Confirm The Decision And Voting Threshold

Start by confirming the legal basis for the resolution and whether it needs an ordinary majority (>50%) or a special majority (≥75%). The Companies Act sets the default thresholds, but your Articles can add to (not reduce) the requirements for some decisions. If in doubt, sanity-check the position with your accountant and a lawyer - it’s easier to get the threshold right at the beginning than to redo a process later.

2) Draft The Resolution Clearly

Clarity is everything. The resolution text should set out:

• The precise action being authorised (and any conditions).
• Whether it is an ordinary or special resolution.
• The date of circulation and the deadline for responses.
• Instructions on how to signify agreement (signature, e-signature platform, email consent if permitted).

If directors are initiating the process, you may also wish to record a supporting decision at board level - a tidy governance trail can avoid arguments later. For director decisions, a simple Directors Resolution Template can help you capture the board’s approval to circulate a shareholder written resolution.

3) Check Your Articles And Shareholder Arrangements

Your Articles may impose additional requirements on written resolutions (e.g. circulation notices, longer timeframes, class consents, or non-standard thresholds for particular matters). If you have a Shareholders Agreement, it may also require that certain decisions need enhanced consent or a veto right. Align the resolution process with both documents to ensure validity.

4) Decide Who Will Circulate The Resolution

Under the Companies Act, written resolutions can be proposed by the board or by members who hold at least the required percentage of voting rights (commonly 5%). If members requisition the resolution, the company must generally circulate it to all eligible members, unless limited exceptions apply (for example, if a court order relieves the company of the obligation in a particular case).

5) Circulate The Resolution Correctly

You must send the resolution to every eligible shareholder on the circulation date. “Eligible” usually means those entitled to vote on that date. You can circulate by post, email or by making the resolution available on a website - provided you comply with the Companies Act’s rules for electronic communication and your Articles allow it.

Good practice is to include with the resolution:

• A short explanatory note in plain English.
• Clear return instructions (where to send, acceptable forms of signature).
• The closing date and time by which votes must be received.

Electronic signatures are generally acceptable if the method clearly indicates the signatory’s identity and intention to agree. Many companies use reputable e-signing tools, but a properly documented email consent may also be sufficient where your Articles permit it.

6) Track Responses And Confirm The Outcome

Keep a central record of who has agreed, when, and by what method. Once the requisite majority is reached within the statutory period, the resolution is passed. You should then communicate the outcome to shareholders and implement the decision (e.g. issue shares, update registers, execute documents).

7) File Or Notify Where Required

Some resolutions (especially special resolutions and certain ordinary resolutions) must be filed at Companies House within 15 days, and you may need to file updated constitutional documents if you amended the Articles. Make sure you also update internal registers and minute books.

8) Keep Proper Records

Companies must keep copies of resolutions and any accompanying members’ statements for at least 10 years. Keep a clean, chronological record - it will save time in future due diligence and helps demonstrate good governance.

Voting Thresholds, Time Limits And Filing Obligations

The Companies Act rules are designed to ensure transparency and certainty. Here are the key parameters to watch.

Ordinary vs Special Majority

• Ordinary written resolution: passed if more than 50% of eligible votes are cast in favour.
• Special written resolution: passed if not less than 75% of eligible votes are cast in favour. The text should state that it is a special resolution.

If you’re weighing up which majority applies, it’s handy to revisit how an ordinary vs special resolution works in practice, and which decisions fall into each bucket.

Who Can Vote?

Only “eligible members” on the circulation date can vote. If your company has different share classes, check if class rights require a separate class consent (which may itself be passed by written resolution of that class, unless your Articles say otherwise).

Time Limit To Pass

A written resolution lapses if it is not passed within 28 days of the circulation date (or any longer period set by your Articles, if permitted). Put the deadline on the face of the document and build in reminders to avoid last-minute scrambles.

Companies House Filing

• File special resolutions within 15 days together with any document they amend (e.g. amended Articles).
• Some ordinary resolutions also need filing (for example, those relating to share capital in specific scenarios). When in doubt, check the filing requirements before you circulate.

Interaction With Board Actions

Even after shareholder approval, the board usually needs to implement the resolution - issuing shares, signing contracts, updating registers, or executing deeds. For execution formalities, this quick guide to executing contracts and deeds can help you avoid technical slip-ups. If the decision requires a formal board approval too, make sure you hold (or document) that board decision properly; this piece on running directors’ meetings is a useful refresher.

Practical Tips To Avoid Common Pitfalls

Written resolutions are straightforward once you’ve done a few, but there are easy mistakes to avoid.

• Don’t use written resolutions for prohibited matters. Removing a director or auditor must be done at a general meeting.
• State the resolution type on the face of the document. If it’s a special resolution, say so explicitly and ensure the text matches the heightened threshold.
• Check your Articles first. Many companies use off-the-shelf Articles which contain electronic communication rules and written resolution procedures - but bespoke Articles may differ.
• Set a clear closing date and method for returning votes. Ambiguity around timing or signature methods is a recipe for dispute.
• Track class rights. If you have A and B shares, class consents may be required in addition to the main resolution.
• File on time. Late filings can lead to penalties and complicate future transactions.
• Keep the audit trail. Store signed copies, email confirmations and your tally sheet together. It’s invaluable during funding rounds or a sale.

Finally, think ahead to implementation. For example, if you’re authorising a share allotment, have your board decision, subscription documents and cap table updates ready to go. If the outcome relies on someone signing on the company’s behalf, ensure the signatory has authority - this explainer on an employee’s capacity to bind a company highlights the risks of assuming authority that isn’t there.

How Written Resolutions Fit With Your Governance Documents

Written resolutions don’t exist in a vacuum. They need to “fit” within your company’s constitution and shareholder arrangements:

• Articles Of Association: These set the baseline rules for shareholder decision-making, including written resolution procedures and any bespoke thresholds. If your Articles are outdated or don’t reflect how you actually run the business, consider an Articles of Association review to streamline future decisions.
• Shareholders Agreement: This private contract can impose additional consent thresholds, veto rights or reserved matters that require super-majorities or unanimous consent. Ensure every written resolution aligns with your Shareholders Agreement so you don’t inadvertently breach it.
• Board Governance: Often the board proposes shareholder decisions, and then carries out the implementation once approved. Mapping your internal process (board approval → circulation → shareholder approval → board implementation) keeps everything tidy and defensible.

If you’re building your governance stack from scratch, getting these three pillars aligned early will make written resolutions effortless and reduce friction as your company grows.

FAQs About Written Resolutions (Quick Answers)

Can A Private Company Use Written Resolutions For All Shareholder Decisions?

Almost all - but not to remove a director or auditor, or appoint a replacement for a removed auditor. Those must be decided at a general meeting with the right to be heard.

Do We Need Unanimous Consent?

No. The majority required mirrors the resolution type: over 50% for ordinary; at least 75% for special. Your Articles or Shareholders Agreement may set a higher bar for specific decisions.

How Long Do We Have?

There’s a 28-day statutory window from the circulation date. If the required majority hasn’t approved in time, the resolution lapses and you’ll need to start again.

Can We Use E-Signatures?

Yes, provided the method clearly identifies the member and their intention to agree. Ensure your Articles permit electronic communications and keep a clean record of consents.

Do We Still Need A Board Decision?

Usually, yes. The board often proposes the resolution and then implements the outcome. Record the director decision cleanly - it’s part of a robust governance trail.

Key Takeaways

• Written resolutions let UK private companies pass shareholder decisions without a meeting, but they’re not available for removing directors or auditors.
• Decide early whether you need an ordinary (>50%) or special (≥75%) majority, draft the resolution clearly, and set a firm deadline.
• Only eligible shareholders on the circulation date can vote, and you have 28 days to pass the resolution - file any required resolutions at Companies House within 15 days.
• Align the process with your Articles and any Shareholders Agreement to avoid breaches and ensure validity.
• Keep a tidy audit trail: the circulated resolution, member consents, board decisions, filings and updated registers for at least 10 years.
• Map governance end-to-end: board proposes, shareholders approve (by written resolution), board implements - documenting each step protects your business as it scales.

If you’d like tailored help setting up a compliant written resolution process - or aligning your Articles and shareholder arrangements so decisions are smooth - you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.