Written Resolutions

These Written Resolutions can be used by private limited companies to to conduct any business that requires the members’ approval. For use in the UK.

Special Resolution to Amend Articles £7.99 inc VAT Buy Now
Special Resolution to Adopt Model Articles £26.32 inc VAT Buy Now
Standard Ordinary Resolution £7.99 inc VAT Buy Now

Further Information

The Companies Act 2006 Act makes it much easier for private companies to use written resolutions to conduct any business that requires the members’ approval. Now, ordinary resolutions can be passed as written resolutions by members representing a 50% majority of the total voting rights of eligible members and special resolutions can be passed as written resolutions by members representing a 75% majority of the voting rights of eligible members. Private companies can pass all resolutions as written resolutions except a resolution to remove a director, and a resolution to remove an auditor. These resolutions need to be passed at a general meeting.

Under this procedure, a copy of a proposed written resolution must be sent to every member who would have been entitled to vote on the resolution on the date it is circulated. If a company has auditors, they must also be sent copies - or otherwise notified of the contents.  The document must be accompanied by a statement informing the member how to signify their agreement to the resolution and the date by which the resolution must be passed if it is not to lapse.

As well as using hard copies, or by circulating the resolutions at meetings, written resolutions can now be circulated and agreed to electronically using e-mail.

We have three types of Written Resolutions available:

Special Resolution to Amend Articles: This Special Resolution provides existing limited liability companies with the ability to change their Articles of Association by removing specified clauses and inserting new clauses.   It is to be used in conjunction with an amended Articles of Association document that you have drafted.

Special Resolution to Adopt Model Articles: This Special Resolution allows a company to replace existing Articles of Association with the model articles set out in The Companies (Model Articles) Regulations 2008.The Companies Act 2006 does not legally require companies incorporated prior to 1 October 2009 to change their existing Articles of Association. Subject to a few exceptions, the provisions of the new Act will override any inconsistent provisions. Companies may, however, wish to adopt the new model articles to avoid any ambiguity, as well as to incorporate the new rules regarding the Memorandum of Association.  This resolution allows existing companies to explicitly adopt the new model Articles of Association.  The new model articles are included with the resolution.

Standard Ordinary Resolution: This written resolution provides existing limited liability companies with the framework to pass an ordinary resolution using the written resolution process.

Sample

You can view samples online of completed Written Resolutions by following these links: Special Resolution to Amend Articles, Special Resolution to Adopt Model Articles or Standard Ordinary Resolution.

Features

These Written Resolutions are suitable for use with a company registered in England and Wales or Scotland and the files sent to you include the following elements:

These documents are available individually or as part of our  Business Annual Subscription (£99 own use) or Full Annual Subscription (£199) - giving you access to wide range of documents, packages and forms for a single annual fee.


 
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