Ordinary Resolution Of Shareholders Template for England and Wales

When your company needs to make important decisions that require shareholder approval, an Ordinary Resolution Of Shareholders provides the formal mechanism to secure that consent under England and Wales law. This document records the outcome of shareholder voting on matters that don't require the higher threshold of a special resolution, ensuring your company maintains proper governance standards while complying with the Companies Act 2006.

When do you need this document?

You'll need an Ordinary Resolution Of Shareholders for various routine but significant company decisions. These include appointing or removing directors (except where special notice is required), approving annual accounts and reports, declaring dividends, and authorising the allotment of new shares within existing authorities. The resolution is also required when approving director service contracts, ratifying director actions, and making decisions about company operations that fall outside day-to-day management but don't require special resolution approval. Whether conducted at a general meeting or through written resolution, this document provides the legal foundation for these critical corporate decisions.

Key legal considerations

The voting threshold for ordinary resolutions is straightforward - you need more than 50% of votes cast by eligible shareholders. However, several critical legal requirements must be met for the resolution to be valid. Proper notice must be given according to your company's articles of association and statutory requirements, typically 14 clear days for general meetings. The resolution text must be clear and unambiguous, leaving no doubt about what shareholders are approving. You must accurately record voting results, including votes for, against, and any abstentions. The document requires proper certification by the company secretary or chairman, confirming the resolution was duly passed according to legal requirements. Consider whether any shareholders have enhanced voting rights or whether your articles contain specific procedures that must be followed.

Legal requirements in England and Wales

Under the Companies Act 2006, ordinary resolutions must comply with strict procedural requirements. Sections 282-283 define the voting threshold and procedural framework, while your company's articles of association may impose additional requirements. For written resolutions, you must circulate the resolution to all eligible shareholders simultaneously, and it passes when the required majority is achieved. For resolutions at meetings, proper notice periods apply - generally 14 clear days unless your articles specify otherwise. The resolution must be filed with Companies House within 15 days if it affects the company's constitutional documents or share capital. Ensure the document includes full company details including registered name, number, and office address. The resolution text must be recorded verbatim, and voting results must be accurately documented. Companies House may reject filings that don't meet these statutory requirements, potentially creating compliance issues.