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Shareholder Meetings and Resolutions
Template documents for shareholder decision-making, whether at a shareholder meeting or via written resolution, including sample shareholder resolutions for specific matters.
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A company may need to take decisions as shareholder resolutions for various reasons, such as altering the Articles of Association, issuing shares, changing the share capital structure or removing a director.
Difference between ordinary and special resolutions
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. Â
- 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
Filing shareholder resolutions at Companies House
All special resolutions must be filed at Companies House within 15 days. Â
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.
Passing shareholder resolutions
Shareholder resolutions can be passed either at a duly convened shareholder meeting or (with limited exceptions) by written resolution of shareholders. Â
General meeting
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.
Written resolutions
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. Â
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.
