This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Learn how private companies in the UK can pass written resolutions instead of holding general meetings. This guide explains what written resolutions are, how they work, statutory requirements under the Companies Act 2006, voting thresholds, circulation procedures, filing obligations and practical considerations for new companies.
When a company is newly formed in England and Wales, key decisions about its governance, constitution and activities may need approval by the company's members (shareholders). While such decisions are often made at general meetings, the Companies Act 2006 also allows private companies to make most member decisions without holding a meeting by using written resolutions. Written resolutions can simplify decision‑making, save time and avoid the costs and logistical challenges of formal meetings. This article explains what written resolutions are, when they may be used, how they are passed, statutory requirements, time limits, recording and filing obligations, and practical issues companies should consider. It draws on primary legal sources and authoritative guidance to make the law clear and accessible to directors, shareholders, solicitors, students and the public.
What Is a Written Resolution?
A written resolution is a legally binding decision of a private company's members taken in writing rather than at a formal meeting. Under the Companies Act 2006, Part 13, Chapter 2, a resolution circulated to all eligible members and agreed by the requisite majority has the same effect as a resolution passed at a general meeting. Written resolutions offer a streamlined alternative to convening members in person or online when routine or strategic decisions are required.
Written resolutions are available only to private companies. Public companies must pass member resolutions at formal general meetings.
When Can Written Resolutions Be Used?
A private company may propose almost all member resolutions as written resolutions instead of meeting votes. Typical matters that can be dealt with by written resolution include:
- Approval of dividends;
- Changes to the company name;
- Amendments to the Articles of Association;
- Allotment of shares;
- Approval of related‑party transactions and financial authorisations;
- Appointment or removal of directors (subject to restrictions).
However, the Companies Act 2006 specifically prohibits written resolutions for:
- Removing a director before the end of their period of office; and
- Removing an auditor before the expiry of their term.
In these cases, the law requires a general meeting to ensure affected parties have the opportunity to attend, participate and make representations.
Ordinary Resolutions vs Special Resolutions
Decisions requiring member approval fall into two broad categories:
- Ordinary resolutions: Decisions that require approval by more than 50% of voting rights; and
- Special resolutions: Decisions that require approval by at least 75% of voting rights.
Written resolutions must be circulated and approved with these thresholds in mind. Ordinary written resolutions require a simple majority of eligible voting rights to agree, while written special resolutions must clearly state they are proposed as special and achieve the 75% majority of eligible votes.
Who Can Propose a Written Resolution?
Written resolutions may be proposed by:
- The directors of the company; or
- Members who together hold at least 5% of the voting rights in the company, provided the company's articles do not impose a higher threshold for requests.
The circulating party must ensure that the resolution is properly drafted and accompanied by all required information, including guidance on how members signify their approval and any applicable deadlines.
How Written Resolutions Are Circulated
To be valid, a written resolution must be circulated to all eligible members on the same day. The “circulation date” is the date on which the company sends or makes the resolution available to members. Copies may be sent:
- In hard copy by post or hand delivery;
- Electronically (email or other agreed electronic means); or
- By placing the document on a website from which members can obtain it.
The package accompanying the resolution must include:
- The text of the resolution;
- Clear instructions on how to signify agreement (signature or approved electronic verification);
- The deadline by which the resolution must be agreed or it will lapse; and
- A statement that a member will not be deemed to agree if they do not respond.
Unless the articles provide otherwise, the statutory period for written resolutions is 28 days from the circulation date, after which unresolved proposals lapse.
Voting and Agreement
Members signify agreement to a written resolution by providing a signed document or authenticated electronic response indicating assent. Once a member has agreed in writing, that agreement is irrevocable and cannot be withdrawn.
For companies with a share capital, each member's vote is generally proportional to the number of voting shares held. For companies without share capital, each member typically has one vote.
Recording and Filing Written Resolutions
Written resolutions must be treated with the same formality as decisions passed at meetings:
- Resolutions, both ordinary and special, must be recorded and retained by the company;
- Special written resolutions must be filed with Companies House within 15 days of being passed (for example, changes to the Articles);
- Companies should maintain copies of all resolutions for at least ten years and make them available for inspection by shareholders on request.
Practical Advantages
Written resolutions offer significant practical advantages for new or small companies:
- No need to convene formal meetings, which can be time‑consuming and costly;
- Enables remote decision‑making, especially useful when members are in different locations;
- Maintains flexibility for routine governance decisions without administrative burden.
They are an efficient mechanism for companies where unanimous attendance at meetings is difficult, but effective corporate governance and compliance with statutory procedures remain essential.
Potential Risks and Compliance Issues
While written resolutions are efficient, companies must ensure they are properly executed:
- Failing to circulate the resolution to all eligible members can invalidate the process and expose directors to compliance issues;
- Miscalculating the voting thresholds for ordinary or special resolutions can render decisions ineffective;
- Not filing required special resolutions with the Registrar within statutory time limits may result in penalties or enforcement action.
Companies should also check their articles of association, as some companies maintain bespoke provisions that affect circulation and execution of written resolutions. Where discrepancies arise, professional advice can help prevent procedural defects.
Common Questions from our Readers
Can a written resolution remove a director or auditor?
No. Written resolutions cannot be used to remove a director before the end of their term of office, nor to remove an auditor before the expiration of their term. These matters require a general meeting.
Does every shareholder have to agree?
No. Required majorities depend on the type of resolution. Ordinary resolutions need a simple majority, while special resolutions require at least 75% of eligible voting rights. Members who do not respond are deemed not to have agreed.
Can resolutions be signed electronically?
Yes. The Companies Act 2006 permits electronic signatures or authenticated electronic responses, provided the company's articles allow this or members agree to electronic means.
Key Takeaways
Written resolutions enable private companies to pass ordinary or special member decisions without the formalities of a meeting, provided statutory procedures are followed. Under the Companies Act 2006, almost all decisions that would otherwise require a general meeting can be made by written resolution, offering flexibility and efficiency for new companies. Key requirements include circulating the resolution to all eligible members, securing the necessary majority within a statutory period (usually 28 days), recording the outcome, and filing special resolutions where required. Understanding thresholds, time limits, and procedural safeguards helps companies use written resolutions effectively while remaining compliant with UK company law.
