Resolution In Lieu Of A Shareholders Meeting Template for England and Wales
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What is a Resolution In Lieu Of A Shareholders Meeting?
A Resolution In Lieu Of A Shareholders Meeting is utilized when companies need to obtain shareholder approval efficiently without convening a physical meeting. This mechanism, available only to private companies in England and Wales, is particularly useful for companies with a small number of shareholders or when urgent decisions are required. The document must comply with the Companies Act 2006 and include details of the resolution(s), voting eligibility, and required majority thresholds. It becomes effective once the required percentage of shareholders have signed it and must be filed with Companies House where applicable.
Frequently Asked Questions
Is a Resolution In Lieu Of A Shareholders Meeting legally binding in England and Wales?
Yes, a properly executed Resolution In Lieu Of A Shareholders Meeting is legally binding under the Companies Act 2006, sections 288-300. The resolution has the same legal effect as if it were passed at a formal shareholders meeting, provided it meets all statutory requirements including proper circulation and the required voting threshold.
How long do shareholders have to respond to a written resolution in England and Wales?
Under section 297 of the Companies Act 2006, shareholders have 28 days from the circulation date to agree to a written resolution, unless the company's articles specify a shorter period. If the required majority is not achieved within this timeframe, the resolution lapses and cannot be revived.
Can all types of shareholder resolutions be passed without a meeting in England and Wales?
No, certain resolutions cannot be passed as written resolutions under the Companies Act 2006. These include resolutions to remove directors before their term expires (section 168) and resolutions to remove auditors (section 510). These specific matters require a formal shareholders meeting with proper notice.
How does a written resolution differ from board resolutions for private companies?
Written resolutions are used for shareholder decisions and require circulation to all eligible shareholders under sections 288-300 of the Companies Act 2006. Board resolutions are for director decisions and only require agreement from company directors. Shareholder resolutions typically cover matters like constitutional changes, major transactions, or director appointments, while board resolutions handle day-to-day management decisions.
How quickly can I create and circulate a written resolution for shareholders?
A written resolution can be prepared and circulated immediately once drafted, but the decision-making process takes time. Shareholders must receive proper notice and have up to 28 days to respond under section 297 of the Companies Act 2006. For urgent matters requiring immediate effect, consider whether a physical meeting with shorter notice might be more appropriate.
What happens if my written resolution doesn't meet Companies Act 2006 requirements?
An improperly executed written resolution may be invalid and unenforceable, potentially exposing directors to personal liability. Common issues include incorrect circulation procedures, failure to include all eligible shareholders, or attempting to use written resolutions for excluded matters. Invalid resolutions may need to be repeated correctly, causing delays and potential legal complications.
Which shareholders must receive a copy of the written resolution in England and Wales?
Under section 291 of the Companies Act 2006, all shareholders entitled to vote on the resolution at the relevant date must receive a copy. This includes all ordinary shareholders for ordinary resolutions, and all shareholders entitled to vote for special resolutions. Failure to circulate to all eligible shareholders will invalidate the resolution, even if sufficient votes are obtained.
About the Resolution In Lieu Of A Shareholders Meeting
A Resolution In Lieu Of A Shareholders Meeting allows your private company to make important decisions without the time and expense of convening a formal shareholders' meeting. Under the Companies Act 2006, this written resolution process provides an efficient alternative for obtaining shareholder approval on various corporate matters, from routine business decisions to significant structural changes.
When do you need this document?
You'll need this resolution when your company requires shareholder approval but wants to avoid the formalities of a general meeting. Common situations include appointing or removing directors, approving significant contracts, changing the company's articles of association, or authorising share allotments. The written resolution process is particularly valuable for smaller companies with few shareholders, urgent decisions that cannot wait for the next scheduled meeting, or when coordinating diaries for a physical meeting proves difficult. Private companies can use this method for any resolution that could be passed at a general meeting, whether ordinary or special resolutions.
Key legal considerations
Your written resolution must clearly specify whether it's an ordinary resolution (requiring more than 50% approval) or a special resolution (requiring 75% approval). The document must include precise wording of the proposed resolution, as ambiguous language could render it invalid. You must circulate the resolution to all eligible members entitled to vote, and the resolution becomes effective once the required majority has agreed in writing. Consider timing carefully – members have 28 days from circulation to respond, unless your articles specify a shorter period. The resolution must be passed within this timeframe or it lapses. Remember that certain decisions, such as removing auditors or directors, require special notice procedures that may complicate the written resolution process.
Legal requirements in England and Wales
The Companies Act 2006 sections 288-300 govern written resolutions, establishing strict procedural requirements you must follow. You must send the resolution to every member entitled to vote, either in hard copy, electronically, or via your company website. The resolution must include a statement of how to signify agreement and the deadline for responses. Members can agree by signing the resolution document, returning a separate agreement form, or using electronic communication if your articles permit. Once passed, you must file certain resolutions with Companies House within 15 days, including special resolutions and ordinary resolutions for director appointments. Failure to comply with filing requirements can result in penalties. Your company secretary should maintain records of all written resolutions as part of the company's statutory books, and these records must be available for member inspection.
GOVERNING LAW
Applicable law
This Resolution In Lieu Of A Shareholders Meeting is drafted to comply with England and Wales law. Key legislation includes:
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