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When Can I Use a Written Resolution?

A written resolution can be used to pass an ordinary or special resolution instead of having to hold a general meeting. Under the Companies Act 2006 this procedure can only be used by private limited companies, meaning that PLCs must always hold a general meeting to pass a resolution.

The statutory written resolution procedure can be used even where the company’s Articles of Association prohibit the use of written resolutions as per Companies Act 2006 s.300.

The Companies Act 2006 lays out the statutory procedure for passing a written resolution. Following the proposal of the written resolution either by the board or shareholders the resolution is circulated to all eligible shareholders. The shareholders can then approve this resolution if they would like to. Following a resolution being passed it may be required to file it with Companies House depending on its contents. The required majority to pass a resolution are the same as they would be if a general meeting was held, that is:

  • For an ordinary resolution a simple majority is required.
  • For a special resolution a 75% majority is required.

Certain changes within the company require that the written resolution procedure is not used. For example when removing a director or auditor from office a meeting must be held due to the requirement for the company to be given special notice.

If you require assistance with your company secretarial matters, please contact our dedicated company secretarial team on 020 8429 9245.