Shareholder Resolution Template
This is a basic template for a resolution of the shareholders of a UK company. GitLaw provides template resolutions to be inserted where stated for many common resolutions required in UK businesses.
WRITTEN RESOLUTION OF THE SHAREHOLDERS
Use this template for written resolutions of the shareholders (members) of a UK company.
IMPORTANT
Make sure to check what type of resolution is required specifically for the company in question, as this may differ due to the Articles, shareholders' agreement, or other agreements.
Director vs Shareholder Resolutions
Directors can generally only pass resolutions regarding business operations, such as entering into contracts, hiring senior staff, opening bank accounts, approving budgets, or other actions that shareholders have already authorised.
Shareholders approve decisions that affect company ownership or fundamental structure, such as where a decision:
affects share ownership or shareholder rights
changes the company’s articles
approves major structural changes (e.g., reorganisations or winding up)
gives directors new powers (e.g., authority to issue shares)
If you are unsure about who needs to pass the resolution, please contact a lawyer for advice.
Shareholder Resolutions: Ordinary vs Special
Ordinary resolution: used for routine shareholder approvals, requiring a simple majority (more than 50% of votes in favour). Commonly used to:
appoint or remove directors
approve directors’ authority to allot shares
approve certain share plans or routine shareholder matters
Special resolution: required for more serious or fundamental changes, needing a higher level of approval (usually at least 75% of votes in favour, but this depends on the Articles and shareholders' agreement). Typically required where the company is:
changing its articles of association
changing its name
reducing share capital
approving certain major restructurings
Generally, if the decision permanently changes the company’s rules or structure, a special resolution is required. However, always check the company’s Articles and any shareholders’ agreement as these can specify different rules, and consult with a lawyer if you are unsure.
[company name]
Company number: [company number]
Date: [date]
The undersigned, being the [shareholder / shareholders] of [company name] (the "Company"), entitled to vote on the resolutions below for the purposes of the Company’s articles of association (the "Articles"), hereby pass the following resolutions as written resolutions of the shareholders pursuant to Chapter 2 of Part 13 of the Companies Act 2006 and the Articles.
Insert resolution(s) here - use GitLaw provided templates where applicable.
Clearly specify whether each resolution is an ordinary resolution or a special resolution.
Ordinary Resolution
Special Resolution
Execution
This written resolution may be executed in any number of counterparts and will take effect on the date on which it is signed by the requisite number of shareholders in accordance with the Company’s Articles and the Companies Act 2006.
[Shareholder signature]
[shareholder signatory 1 name]: __________________
Date: ______
[Shareholder signature]
[shareholder signatory 2 name]: __________________
Date: ______
[Shareholder signature]
[shareholder signatory 3 name]: __________________
Date: ______
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a formal record of a decision made by members of a UK private company in writing. It is not a minutes template for a physical meeting and it is not for use by directors acting alone. It contains specific fields for the company number and the statutory reference to Chapter 2 of Part 13 of the Companies Act 2006.
When should you use it?
Use this document when a private company needs to pass a binding shareholder decision quickly without the administrative burden of a general meeting. Use a Board Resolution template instead if the decision relates only to day-to-day business operations like opening a bank account.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Chapter 2 of Part 13 | Authority to Pass Resolutions | Invokes Companies Act 2006 procedures to allow shareholders to pass resolutions in writing rather than at a general meeting. |
| Optional Node | Ordinary Resolution | Provides a slot for routine approvals requiring a simple majority of more than 50% of votes. |
| Optional Node | Special Resolution | Includes a section for fundamental changes such as amending Articles or changing the company name requiring 75% approval. |
| Execution | Counterparts | Permits the resolution to be signed in any number of separate copies by the requisite number of shareholders. |
Who it's for
- a UK company member passing a decision without holding a formal general meeting
- shareholders proposing a change to the company's articles of association
- directors seeking shareholder authority to allot shares under an ordinary resolution
- a company secretary preparing formal documentation for a reduction of share capital
How long it runs and how it's signed
Law it's drafted under
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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