Board and shareholder decisions

Decisions on behalf of your can range from day-to-day matters such as whether or not to enter into commercial agreements, to important decisions such as changes to your ’s .

This section will help you to understand whether your ’s or , or both, are responsible for making a decision on a particular matter, and the process that should be followed to make decisions on behalf of your .

How a company makes decisions

  1. 1.What do I need to do if my company wants to take an action?
  2. 2.Do I need to worry about approvals if my directors and shareholders are the same people?

Whether decisions are made by directors or shareholders

  1. 3.What decisions can be made by my company's directors?
  2. 4.What decisions must have approval from my company's shareholders?
  3. 5.Can my company's shareholders change or override decisions made by the company's directors?
  4. 6.How can my company's shareholders force the directors to do/not to do something?

How to make a board decision

  1. 7.How do my company's directors make decisions?
  2. 8.How do I hold a board meeting and pass a board resolution?
  3. 9.Can I hold a board meeting via telephone or video-conferencing apps like Zoom or Skype?
  4. 10.Do all my company's directors need to be given notice of a board meeting?
  5. 11.Who can give notice of a board meeting?
  6. 12.How should notice of a board meeting be given?
  7. 13.How much notice must be given before a board meeting?
  8. 14.What happens if proper notice of a board meeting is not given?
  9. 15. If a director has not had proper notice of a board meeting, can it be corrected?
  10. 16.Where should I hold a board meeting?
  11. 17.Who should be the chair of a board meeting?
  12. 18.What does the chair of a board meeting do?
  13. 19.Who runs a board meeting if the chair is not there?
  14. 20.What is quorum for a board meeting?
  15. 21.What happens if a board meeting is not quorate?
  16. 22.What happens if a director is disconnected from a board meeting held by telephone or video-conferencing?
  17. 23.How do directors vote at a board meeting?
  18. 24.What happens if a director has a personal or vested interest in a board resolution?
  19. 25.Do I have to keep minutes of all board meetings?
  20. 26.Do I have to keep records of directors' written or informal board decisions?
  21. 27.How do my directors pass a written board resolution?
  22. 28.Who needs to approve the wording of a written board resolution?
  23. 29.How should I circulate a written board resolution?
  24. 30.How should a director sign a written board resolution?
  25. 31.Do I have to keep a copy of a written board resolution?
  26. 32.Do I have to keep records of the decisions of a sole director?

How to make a shareholders' decision

  1. 33.How do my company's shareholders make decisions?
  2. 34.Who has the casting vote on a shareholders' resolution?
  3. 35.How do shareholders pass resolutions?
  4. 36.If my company has only one shareholder, how are shareholders' resolutions passed?

Written shareholders' resolutions

  1. 37.When should my company pass a written shareholders' resolution?
  2. 38.How do I pass a written shareholders' resolution?
  3. 39.Which shareholders are eligible to vote on a resolution?
  4. 40.Is there a notice period I must provide to shareholders before a written resolution is circulated or passed?
  5. 41.How do I circulate a shareholders' written resolution among shareholders?
  6. 42.When is a written shareholders' resolution passed?
  7. 43.What is the difference between a shareholders' resolution passed at a meeting and a written resolution?

Shareholders' meetings

  1. 44.When will a general meeting of my company's shareholders be required?
  2. 45.What process do I need to follow to hold a shareholders' general meeting?
  3. 46.How much notice do I have to give shareholders when calling a general meeting?
  4. 47.Who do I send notice of a general meeting to?
  5. 48.What must my notice of a general meeting say?
  6. 49.In what circumstances can the shareholders themselves call a general meeting?
  7. 50.Where should I hold a general meeting?
  8. 51.Who should be the chair of a general meeting?
  9. 52.What is quorum for a general meeting?
  10. 53.What happens if a general meeting is not quorate?
  11. 54.Can a shareholder appoint another person to attend a general meeting and vote on their behalf?
  12. 55.How can the shareholders vote at a general meeting?
  13. 56.What is a poll, who is entitled to demand one and when?

Steps to take after a shareholders' resolution is passed

  1. 57.What shareholders' resolutions do I need to file at Companies House?
  2. 58.What records do I need to keep after shareholders' resolutions have been passed?

Filing copy of shareholder written resolution to change company name

Use this filing copy of shareholders' written resolution to change your company name as the last step in the proper name changing process. This filing copy of your shareholders' resolution makes getting the right paperwork to file at Companies House quick and easy. It is for use if you file documents at Companies House by posting them in. You do not need a filing copy of your resolution if you use the WebFiling service. Whether online or by post, you must file the right documentation within 15 days of your shareholders passing their resolution. Once you have got board and shareholder approval of the name change, you need to: send this filing copy of the resolution changing your company's registered name to Companies House; send a completed copy of form NM01 to Companies House; and pay the filing fee. See Changing a company's name for full guidance on the process to follow if you want to change your company's registered name.
£20 + VAT

Checklist for passing a shareholder written resolution

You can use this checklist for passing a shareholder written resolution if your company uses the model articles. It is a step-by-step guide to what needs to happen to pass a written resolution of your company’s shareholders. Written resolutions are usually quicker and more straightforward for most companies than passing a shareholder resolution at a general meeting, and are therefore preferable for most shareholder decisions (unless a meeting is required for some reason). There are legal requirements for how you must ago about circulating and approving a written resolution. This checklist makes it easy to check your process is legally compliant, and change it if not, helping to avoid later challenges to any resolutions your shareholders have passed. You can also get this document as part of the Starting a company toolkit .
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