Shareholder Meetings and Resolutions

A shareholder meeting, referred to as a general meeting, must be convened by the company giving notice to shareholders.  Shareholders can also agree to hold a shareholder meeting on short notice.

Shareholders who are unable to attend the meeting may appoint a proxy to attend for them.  A corporate shareholder may appoint a representative to act as the corporate’s representative at the meeting.

Annual general meetings are no longer required for private limited companies.

A written shareholder resolution is often a quicker and more efficient method for passing resolutions on matters which do not require debate or discussion between shareholders.  

Shareholders can sign the written resolution on separate documents, including by electronic signature.

The resolution becomes effective once the required voting percentage is achieved, which is a simple majority for an ordinary resolution and a 75% majority for a special resolution.

Shareholders can usually pass a written resolution when a decision does not require debate or in-person discussion. This method is especially useful for straightforward matters where agreement is likely and speed is important. Written resolutions are often preferred by private companies because they avoid the need to convene a meeting, issue formal notices, and organise proxies or representatives.

The process is simple: shareholders are sent the resolution in writing, and they can sign either the same copy or separate documents, including electronically. The resolution becomes legally binding once the required majority is achieved — more than 50% of eligible votes for an ordinary resolution or 75% for a special resolution.

However, there are a few limits. Certain decisions, such as removing a director before their term ends, cannot be passed by written resolution and must be dealt with at a properly convened meeting. For most other matters, written resolutions are an efficient and legally recognised alternative that saves both time and administrative effort.

Resolutions will be either an ordinary or a special resolution.  The requirement for a resolution to be an ordinary or special resolution is determined by the Companies Act 2006 and the company’s Articles of Association.  

• ordinary resolution: approval by simple majority (more than 50%) vote
• special resolution: approval by 75% majority vote

Examples (assuming the company has adopted the Model Articles) are:

• special resolutions:
  • amend Articles of Association
  • change company name
  • disapply pre-emption rights on the issue of new shares
• ordinary resolutions
  • grant authority to directors to allot shares
  • remove a director
  • approve a share buyback out of distributable profits

A valid notice of a shareholder meeting must give shareholders clear information so they can prepare and decide whether to attend. The Companies Act 2006 requires the notice to state the date, time, and place of the meeting, along with the general nature of the business. If a special resolution is proposed, the wording of the resolution must be included in full.

The notice should also explain whether shareholders can appoint a proxy to attend and vote on their behalf. Private companies must usually give at least 14 clear days’ notice, unless shareholders agree to a shorter period. Notices can be delivered by post, electronically, or in some cases by making them available on a website, provided the shareholders have agreed.

A properly drafted notice is important because failure to comply with the rules may invalidate decisions made at the meeting. Using a reliable template ensures nothing essential is missed and the company remains compliant.

Shareholder resolutions are needed whenever a company requires formal approval for important decisions. Ordinary resolutions are the most common and need only a simple majority of votes. They cover routine matters such as appointing or removing directors, authorising directors to allot shares, or approving a share buyback.

Special resolutions, which demand at least 75% support, are reserved for more significant changes. These include altering the Articles of Association, changing the company’s name, or disapplying pre-emption rights when issuing new shares. Other steps, such as reducing share capital or re-registering a company in another form, must also be passed as special resolutions.

Certain resolutions must be filed at Companies House within 15 days. All special resolutions fall into this category, along with some specific ordinary resolutions. Filing creates a public record and ensures compliance with the Companies Act 2006.

All special resolutions must be filed at Companies House within 15 days.  

Specific ordinary resolutions, such as granting directors authority to allot shares under section 551 of the Companies Act 2006, may also need to be filed at Companies House within 15 days.