Company Resolution Form Template for England and Wales

A Company Resolution Form is a crucial legal document that enables you to formally record and validate decisions made by your company's board of directors or shareholders. Under England and Wales law, this form serves as official evidence of corporate decision-making and ensures your company maintains proper governance records as required by the Companies Act 2006.

When do you need this document?

You'll need a Company Resolution Form whenever your company makes formal decisions that require documentation. This includes appointing or removing directors, issuing new shares, declaring dividends, changing the company name, amending the articles of association, or approving significant transactions. The form is also essential when passing special resolutions that require a 75% majority vote, such as altering the company's constitution or reducing share capital. Even routine board decisions like approving annual accounts or setting director remuneration should be properly documented using this form to maintain corporate governance standards.

Key legal considerations

The resolution text must be drafted with precision, as it becomes legally binding once passed and signed. You must distinguish between ordinary resolutions (requiring simple majority) and special resolutions (requiring 75% majority), as this affects voting thresholds and notice periods. The form must accurately record all attendees and their voting positions, including any abstentions or objections. If directors have conflicts of interest, these must be declared and properly managed according to your company's articles of association. Consider whether the resolution requires shareholder approval rather than just board approval, particularly for matters affecting share capital or constitutional changes.

Legal requirements in England and Wales

Under the Companies Act 2006, you must provide proper notice before meetings where resolutions will be passed - typically 14 days for ordinary resolutions and 21 days for special resolutions, unless shorter notice is agreed. The form must include specific details: your company's full legal name and registration number, meeting date and location, names of all attendees, exact wording of each resolution, and voting results. Special resolutions must be filed with Companies House within 15 days of being passed, along with the applicable fee. Your company secretary or authorized director must sign the completed form, and it should be stored in your company's statutory books. The Model Articles of Association under The Company (Model Articles) Regulations 2008 provide default procedures, but check if your company has adopted modified articles that impose additional requirements.