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Checklist for passing a shareholder written resolution

  • At-a-glance checklist
  • Includes all the legal steps to pass a written shareholder resolution
  • Helps prevent your shareholder resolutions being challenged

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.

Q&A

  • When should I use this document?

    You should use this checklist for passing a written shareholder resolution to make sure that you are taking all the legally required steps when making shareholder decisions in this way.

    It is designed for use by companies with the model articles of association. If you have a shareholders' agreement, have a look at it before you rely on this checklist – sometimes they can alter the process that your shareholders need to follow when passing a written resolution.

    If you do not know whether your company has the model articles, check its entry on the online Companies House register to find out.

  • What does this document cover?

    This checklist includes simple step-by-step guidance for approving, circulating and passing a shareholder written resolution.

  • Why do I need this document?

    This checklist will help you follow the right procedure when your shareholders want to pass a written resolution. It is not enough for your shareholders simply to indicate they agree to whatever is proposed in writing somehow. Although not complicated, the process is more involved than that.

    It is crucial that you follow the proper process for important decisions made by your shareholders. If you do not, their resolutions can be open to challenge later on, which can cause problems for your business.

  • Where can I find out more?

    You can find further, detailed information about circulating and passing a shareholders' written resolution in How to make a shareholders' decision and Written shareholders' resolutions.

    See Checklist for passing a shareholder resolution at a general meeting for situations where you want a shareholders' meeting.

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