Shareholder resolutions: template written resolutions

When do I use this document?

• for written shareholder resolutions of a private limited company
• when resolutions will be approved in writing rather passed at a shareholder meeting

What are the key features?

• template forms of written resolution that can be adapted based on the proposed resolutions
• alternative forms, accommodating either multiple resolutions or a single resolution
• alternative forms depending on whether the company has multiple members or a sole member
• required statements under the Companies Act 2006 to accompany written shareholder resolutions

What else do I need to know?

A private limited company may pass shareholder resolutions in writing without needing to call and hold a shareholder meeting.  However, the Companies Act 2006 specifies that certain resolutions must be passed at a meeting and cannot be passed in writing:

• a resolution to remove a director before the end of their period of office pursuant to Section 168 Companies Act 2006
• a resolution to remove an auditor before the end of their term of office pursuant to Section 510 Companies Act 2006

Written shareholder resolutions are usually proposed by the directors.  They can also be proposed by shareholders.  The proposed resolutions must be sent to all eligible members at the same time (so far as reasonably practicable).  An eligible member is one who would have been entitled to vote on the written resolutions on their circulation date.  The resolutions can be sent electronically.

The circulation date of written resolutions is the date on which copies are sent or submitted to members (if on different dates, the earliest of those dates).

The resolutions must include a statement informing members:

• how to signify their agreement to the resolutions
• that the resolutions will lapse if not approved within 28 days commencing with the circulation date (or a different period if specified in the Articles of Association)

A written resolution is passed when the required majority of eligible members have indicated their agreement and the company has received the document indicating their agreement.  This document can be sent to the company either in hard copy form or in electronic form.

Once a member has signified their agreement to a written resolution, it cannot be revoked.

What other documents are available?

Specific shareholder written resolutions based on these template written resolutions include:

• Shareholder resolutions – amend Articles of Association
• Shareholder resolutions – authority to allot, pre-emption disapplication 
• Shareholder resolutions – sub-divide, consolidate shares