Shareholder Resolution Template
Updated 16 January 2026
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: ______
Filings
Some shareholder resolutions need to be filed at Companies House.
All special resolutions must be filed, as must any shareholder resolution that changes the company’s constitution (for example, amendments to the articles, a change of name, or a reduction of share capital). These filings are usually required within 15 days of the resolution being passed.
Ordinary shareholder resolutions are usually not filed, but they often trigger separate follow-up filings (such as updated articles or share allotment forms), which must still be made on time.
About this template
What is this template?
Shareholder Resolution Template is a free, ready-to-use Corporate Governance template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Corporate Governance template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Corporate Governance usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.