General Meeting Resolution Template for England and Wales

A General Meeting Resolution is your company's formal record of shareholder decisions made during general meetings. Under English and Welsh law, you must document these decisions properly to comply with the Companies Act 2006 and maintain valid corporate governance records. Whether you're passing routine business decisions or making fundamental changes to your company structure, these resolutions provide the legal foundation for your corporate actions.

When do you need this document?

You'll need a General Meeting Resolution whenever shareholders must formally approve company decisions that cannot be handled through written resolutions or board decisions alone. This includes approving changes to your company's articles of association, authorizing significant transactions, removing directors, or altering share capital. You'll also need these resolutions for routine annual general meeting business such as approving annual accounts, reappointing auditors, or declaring dividends. Many third parties, including banks, investors, and regulatory bodies, will require these formal resolutions as proof of proper shareholder authorization before processing certain transactions or applications.

Key legal considerations

Your General Meeting Resolution must clearly distinguish between ordinary and special resolutions, as each has different voting thresholds and notice requirements. Ordinary resolutions require a simple majority of votes cast, while special resolutions need at least 75% approval and typically require 21 days' notice. You must ensure proper quorum requirements are met according to your articles of association, and the resolution text must be precise and unambiguous to avoid future disputes. The document should include comprehensive voting records, showing the number of shares voted for and against, plus any abstentions. Remember that certain resolutions must be filed with Companies House within specific timeframes, and failing to do so can result in penalties for your company and its officers.

Legal requirements in England and Wales

Under the Companies Act 2006, your General Meeting Resolution must comply with strict procedural requirements. You must provide proper notice to all shareholders entitled to attend, following the notice periods specified in your articles of association or the Act itself. The resolution must be passed at a properly constituted meeting with the required quorum present, and you must maintain accurate records of attendance and voting. Special resolutions affecting your company's constitution must be filed with Companies House within 15 days of passing, along with any amended articles of association. Your company secretary or designated officer must ensure the resolution is properly recorded in the company's minute book and that copies are available for inspection by shareholders. Additionally, certain types of resolutions may trigger disclosure requirements under the Financial Conduct Authority rules if your company's shares are publicly traded.