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Written resolution of the shareholders of a private company (UK)
England, Northern Ireland, Scotland and Wales · in English
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For the directors and shareholders of a private limited company in the UK deciding without a meeting: changing the articles or the name, approving a director's long service contract, or any other members' decision. The directors circulate the resolution as ordinary (more than half of the voting rights) or special (at least 75%), and each member signs to agree. It lapses after 28 days unless the articles say otherwise. A special resolution goes to Companies House within 15 days. It cannot be used to remove a director or an auditor.
- Made for use in England, Northern Ireland, Scotland and Wales
- Last updated October 28, 2026
- Document in English
Where a UK document reproduces the words of legislation or of a government publication — UK, Scottish or Northern Irish — it contains public sector information licensed under the Open Government Licence v3.0.
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When to use this document
- Your private company in the UK needs shareholder approval without holding a general meeting.
- The shareholders must approve a change to the articles and you want a written resolution to send round.
- You want the shareholders to agree a new company name by signing a written resolution.
- The members need to authorise the directors to issue new shares and you want it in writing.
What you fill in
The details the document asks for.
- Company name
- Company number (8 characters, as on the Companies House register)
- Company's current registered office
- Town or city
- Postcode of the registered office
- Circulation date (the day the resolution is sent to the members)
- Kind of resolution
- Wording of the resolution (“THAT …”)
- Company email address for returning signed copies
- Date the resolution lapses if not passed
- Member (shareholder) signing
- Number and class of shares held
- Date
Common questions
- When does a written resolution of the shareholders pass?
- When enough eligible members have agreed: members holding more than half of the total voting rights for an ordinary resolution, or at least 75% for a special resolution. Each agreement counts when the company receives it, on paper or electronically if the company allows it. The resolution passes the moment the majority is reached, and lapses if it is not reached within 28 days or the period the articles set.
- Which shareholder resolutions must be filed with Companies House?
- Every special resolution, within 15 days of being passed, and the ordinary resolutions the Companies Act 2006 names, such as one giving the directors authority to allot shares. If the articles are changed, a copy of the amended articles is sent as well. Other ordinary resolutions are simply kept in the company's records, for at least ten years.
- Does a company with one shareholder need a written resolution?
- A sole member's decision still has to be recorded: when a single-member company takes a decision that could have been taken in general meeting, the member must give the company a written record of it (section 357 of the Companies Act 2006). Signing this resolution as the only member does that. Keep resolutions with the company's records for at least ten years (section 355).
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
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