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 .
See all solutions
Board and shareholder decisions
How a company makes decisions
Q1:What do I need to do if my company wants to take an action?

Whenever your wants to do something, you will generally need the approval of either your or before the action is taken.

As a general rule:

  1. Your will usually deal with the day-to-day management and business of the .

    See Q&A 3 for further information about matters that can be decided by the and Q&A 7 and following for information about the process they will need to follow in order to make these decisions.

  2. Your will typically need to approve non-routine matters such as issuing new . Legally, certain matters must always be dealt with by the , including amending your 's of association and any reduction of your 's .

    See Q&A 4 for further information about matters that must be decided by the , and Q&A 33 and following for the process they will need to follow in order to make these decisions.

Your 's will say how power is to be split between your and and what process you need to follow in order to make decisions. Usually, all powers will be exercised by your unless specifically given to ; see Q&A 3.

Do not forget to think about whether anyone else has to approve a decision – for example, approval of a particular may be required under a that your has signed, or from a lender regarding big financial decisions.


Q2:Do I need to worry about approvals if my directors and shareholders are the same people?

If you are a small, in which the same people are both the and , it may not seem important to know which forum a decision is made in. Although in some circumstances failure to follow the correct process will not necessarily invalidate the 's decisions, this is not always the case.

If you fail to follow the correct decision-making procedures and a decision is contentious, it could be liable to subsequent legal challenge by an aggrieved or . In addition, any failure to follow the correct decision-making procedures can be a red flag for any potential investor or buyer. It is therefore safest and best practice to ensure you always follow the correct procedure.


Whether decisions are made by directors or shareholders
Q3:What decisions can be made by my company's directors?

If your has the , your have a general power to manage the business. This means that, unless approval on a particular matter is legally required or required by the or any , the can take the commercial decision without approval. See Q&A 4 for further information about decisions needing approval.

If your has the , the following common types of decision can be made by the (this list is non-exhaustive):

  1. general commercial decisions relating to sales, marketing, finances and employment matters, such as entering into agreements;

  2. decisions relating to the taking part in litigation;

  3. appointing or removing a (see Choosing and appointing a company secretary and Appointment, resignation and removal of a company secretary for further information);

  4. appointing a new , albeit this decision can also be taken by the (see Appointment of new directors for further information);

  5. setting ' remuneration (see Directors' agreements for further information);

  6. taking out insurance to cover the for actions they take during their directorships (see Directors' liabilities and insurance for further information);

  7. approving an part way through the financial year (see Dividends and other distributions for further information);

  8. approving the transfer of existing from one to another (see Transferring shares for further information);

  9. approving the where the has only one class of and the further are in the same class (see Issuing new shares for further information); and

  10. changing the 's (see Changing a company's registered office for further information about changing a ’s ).

If your has bespoke , you should check them to see whether any specific decisions require as opposed to approval. In addition, if your has a you should check it in case it gives control of decision-making on certain specified matters (see Q&A 6 for further guidance).

See Q&A 7 for further information about the process the need to follow to make decisions. In limited circumstances, the can require the to do or refrain from doing particular things; see Q&A 5 for further information about this.


Q4:What decisions must have approval from my company's shareholders?

Certain decisions must always be made by the 's , by law. Other decisions will fall to the because there is a provision which says so under the 's or, if there is one, any .

If your has the , the following decisions must be taken by the by either special or (see Q&A 33 as to how to pass these).

Decisions requiring approval by :

  1. amending the 's of association (see Changing a company's articles of association for how to do this);

  2. changing the 's name (see Changing a company's name for how to do this);

  3. disapplying in relation to the proposed to a new or existing (see Issuing new shares how to do this);

  4. reducing the 's ; and

  5. asking the court for an order that the be put into .

Decisions requiring approval by :

  1. approving any compensation to be paid to a for loss of office;

  2. approving a 's if its guaranteed term is or may be longer than two years (see Directors' agreements for further information about service contracts);

  3. approving any loan to, or with, a (see Directors' conflicts of interest for guidance);

  4. ratifying any of duty or other by a ;

  5. approving a at the end of the financial year (note that an paid part way through the financial year can be approved by the ) (see Dividends and other distributions for further information about paying );

  6. removing an from office before expiry of their term;

  7. approving any political donation by the ; and

  8. granting authority to (although approval is not required where the has only one class of and the are proposing to allot further of that class; see Issuing new shares for guidance).

Under the the can by require the to do or refrain from doing particular things; see Q&A 5 for further information about this.

If your has bespoke of association, you must check these to see whether there are different provisions about matters requiring approval. In addition, if your has a you should check it for any reserved power provisions which give the control of decision-making on certain specified matters (see Q&A 6 for further guidance).


Q5:Can my company's shareholders change or override decisions made by the company's directors?

No. The general rule is that as long as the are acting in accordance with the law and the 's of association, the cannot interfere with their decisions once they have been made.

The expressly say that cannot invalidate things already done by the by later passing a about it.

However, the do have the power to require the to take a specific course of action going forwards. For further guidance on this, see Q&A 6.


Q6:How can my company's shareholders force the directors to do/not to do something?

cannot generally speaking change or override a decision of the board. However, they have power to require the to take a specific course of action going forwards or to take back control of a particular area of decision-making. They can do this by:

  1. Amending your 's of association

    The can, by passing a , make an amendment to your ’s to limit the scope of your ’ powers – for example, they could amend the to require their prior approval for all future borrowing.

    See Changing a company's articles of association for how to amend the 's .

  2. Using a ' reserve power provision

    The 's of association, or if there is one, may contain what is known as a ' reserve power provision. This empowers the to direct the to take or not take a particular action.

    1. If your has adopted the , by passing a your can require the to take or refrain from taking an action in the future. The cannot use this power to invalidate any decision the have made in the past.

    2. Most ' agreements will reserve powers to one or more , requiring to get their consent for specified matters such as new issues of , , acquisitions and disposals. Shareholders' agreement includes a provision like this, requiring prior ' consent for matters.


How to make a board decision
Q7:How do my company's directors make decisions?

How your 's can make decisions is set out in its of association. For a step-by-step checklist summarising how a should be passed at a , or in writing by a with , see Checklist for passing a board resolution. The checklist also covers adjustments to make if anyone is attending a remotely.

If your has the , decisions can be taken in the following ways:

  1. At a

    Passing a at a is the usual way for ' decisions to be made, and will always be necessary where a matter needs to be discussed between two or more . You will need to take minutes of each meeting; see Q&A 25.

    See Q&A 8 and following for how to convene a and passing a .

    For template minutes you can adapt for your , see Board minutes.

  2. In writing or informally

    If not made at a , ' decisions must be reached unanimously. It is possible for this to be done informally although you will need to check that there is no restriction on the ' ability to do this in the 's of association.

    If your has the , your are allowed to make decisions in this way. In practice, especially where the matter is not straightforward, it is recommended that any unanimous decisions made outside of meetings are recorded in a signed by all . This is the route suggested in the ; see Q&A 26.

  3. By a

    If your has only one , the do not require them to follow any particular procedure to make decisions. However, it is good practice to record a 's decisions; see Q&A 32.

When making decisions, your 's must bear in mind that they are, at all times, required to carry out their actions with seven core principles in mind; these include a duty always to act in in order to promote the success of the for the benefit of its and the duty to exercise , skill and diligence. See Directors' duties for guidance.


Q8:How do I hold a board meeting and pass a board resolution?

For a step-by-step checklist summarising how a should be passed at a by a with , see Checklist for passing a board resolution.

If your has the , the procedure for convening a and passing a is as follows:

  1. notice of the meeting must be given to all of the (unless any has their entitlement to receive notice), which any can do (see Q&A 10 and following for how to give notice);

  2. the meeting must be conducted and managed in accordance with the rules set out in the ; and

  3. you must prepare and keep written of the meeting for at least ten years; see Q&A 25 for how to do this. For template minutes you can adapt for your , see Board minutes.

Under the , your will be free to conduct in any manner which allows the to communicate with one another. This flexibility includes held by telephone and by video-conferencing apps like Zoom, Skype or Teams.

The give your scope to make other rules about how they take decisions, so you can consider doing this if it suits your . However, any rules introduced cannot go against what the say about notice, required attendees, voting and appointment of the chair.


Q9:Can I hold a board meeting via telephone or video-conferencing apps like Zoom or Skype?

In most cases, yes. If your has the and no restrictions in any , you can conduct in any manner which allows the to communicate with one another. This flexibility includes held by telephone and by video-conferencing apps like Zoom and Skype.

If your has modified of association, or a , you should check these for any restrictions or requirements on how are held.

For guidance on how you should hold a , see Q&A 8 and Checklist for passing a board resolution.


Q10:Do all my company's directors need to be given notice of a board meeting?

Yes. Your 's will usually set out the requirements for giving notice to convene a . If your has bespoke , they should say what you need to do.

If your has the and your have not made any additional rules about the decision-making process, notice of a must usually be given to all .


Q11:Who can give notice of a board meeting?

Any can give notice of a .


Q12:How should notice of a board meeting be given?

Notice is often most easily circulated to via email, but it does not necessarily need to be given in writing, so could be given verbally if preferred. However, the following must always be specified:

  1. the date and time of the meeting; and

  2. the location of the meeting and/or the method by which the should communicate at the meeting (eg a dial-in number or video-conference details if not in person).

Whilst not required, it can be helpful to include an agenda for the meeting as well. This can be particularly helpful to help regulate telephone or video-conference meetings. It is also recommended to circulate any documents to be discussed at the meeting in advance, to facilitate discussion.

If your has a , this should be checked for any additional notice requirements.


Q13:How much notice must be given before a board meeting?

There is no set period of time in which notice must be given, but it must be given in reasonable time before the meeting takes place. What is reasonable will depend on the circumstances of the meeting.

The key purpose of giving notice is to allow the time to make arrangements to attend and to prepare for the meeting. You should therefore take into account the subject matter of the meeting and the location of the when deciding how much notice to give. If all are close by and ready to attend, a very short period of notice of a few minutes can be acceptable.

If your is subject to a , this should be checked for any additional notice requirements.


Q14:What happens if proper notice of a board meeting is not given?

If proper notice is not given to all , the business carried out at the meeting will be of no effect, so it is very important to give enough notice.


Q15: If a director has not had proper notice of a board meeting, can it be corrected?

Yes, if the affected acts promptly.

A can their right to proper notice of a . They do this by notifying the other about it up to seven days after the meeting is held. If any affected do this, the meeting will be valid and any business done during it will stand.


Q16:Where should I hold a board meeting?

If your has the and there are no additional rules in any , there is no particular requirement about where the meeting should be held. The do not even have to all be in the same place, as long as they can communicate with one another. The meeting could therefore take place via telephone or video-conference.


Q17:Who should be the chair of a board meeting?

Any requirements about appointing a chair for will be set out in your 's of association. If your has bespoke , you should review these to identify the requirements.

If your has the , your 's can appoint one of themselves to be the chair of their meetings. This should be done by taking a simple majority decision at a (see Q&A 8 for information about how to do this).

If your is subject to a , this should be checked for any additional requirements regarding the chair. It may be that a particular has the power to appoint or remove the chair.


Q18:What does the chair of a board meeting do?

It will be the chair's responsibility to run , which will include checking that a is present and that all items on the agenda for the meeting are dealt with. Importantly, if your has the , the chair will have a casting vote in the event of a deadlock on a particular matter.

If the is being held by telephone or video-conferencing, it is recommended to have the chair as the host of the meeting. Many video-conferencing apps give the host the ability to mute certain speakers, their screen, and documents. The chair should be responsible for managing these aspects of the meeting, to help regulate discussion.


Q19:Who runs a board meeting if the chair is not there?

If you have the and the chair is not present at the meeting within ten minutes of when it starts, the must appoint one of those present as the chair for that particular meeting.

If your is subject to a , this should be checked for any additional requirements regarding the chair.


Q20:What is quorum for a board meeting?

In order for decisions to be made at a , there must be a minimum number of present, known as the .

If you have the , the cannot be less than two and will be two if not otherwise fixed by the . If the total number of present is less than the required, your cannot take any decisions other than to propose to call another meeting.

If your has only one , that is able to make decisions without having to worry about the requirements.


Q21:What happens if a board meeting is not quorate?

If you have the and the total number of present is less than the required, your cannot take any decisions other than to propose to call another meeting.


Q22:What happens if a director is disconnected from a board meeting held by telephone or video-conferencing?

If you are conducting a on a conference call, or by using apps such as Zoom or Skype, the Chair should pay close attention to ensure no are disconnected during the call. If a is disconnected, you should stop the meeting until they are able to reconnect. Whilst a is disconnected, they will no longer be present at the meeting, and this may affect whether a is present (see Q&A 20).

If a is unable to reconnect, and you still have a present, you can continue the meeting in their absence (with the disconnected 's consent), but this should be noted in the minutes.


Q23:How do directors vote at a board meeting?

If you have the , in order for a to be passed at a meeting, the majority of those in attendance must vote in its favour. If votes are equal, the chair of the meeting has a casting vote although think very carefully whether you want them to have this right.

There is no set requirement about how votes should be made; a simple show of hands is often most appropriate where the are all in one place.

If you are conducting a by conference call or a video-conferencing app like Zoom or Skype, when it comes to voting it is recommended that the Chair asks each separately to verbally confirm whether they agree or not, rather than using a show of hands (where a frozen screen or lag could cause issues). If there is any doubt regarding voting, the Chair should ask to confirm their votes in writing, via any text chat facility, messaging, or email.


Q24:What happens if a director has a personal or vested interest in a board resolution?

If you have the , a who is interested in a transaction or arrangement with your which is to be considered at a cannot count as part of the and are not entitled to vote in relation to the matter in question unless authorised by an of your . There are limited exceptions.

Example of transactions or arrangements on which a would not be able to vote are:

  1. your considering approval of a between the and your ;

  2. if the is a of your and your is considering payment of a to ; or

  3. your is considering a proposed contract between your and someone connected with the such as their spouse.

See Directors' conflicts of interest for information about what a must do and what action should be taken if they have such an interest or otherwise have a conflict of interest with your .

For a step-by-step checklist summarising how a should be passed by a with , see Checklist for passing a board resolution.


Q25:Do I have to keep minutes of all board meetings?

Yes.

Your is required to prepare and record written of matters that take place at , keeping the records for at least ten years after the relevant meeting. There is no set format that the minutes need to take, but they should clearly record all formal business and that take place at the meeting. For template minutes you can adapt for your , see Board minutes.

The minutes can be prepared in advance of the meeting and then approved at the meeting, as long as they accurately reflect the discussions and decisions that in fact took place. If the pre-prepared draft does not reflect what in fact took place, it should be amended before it is approved.

There is no requirement to file any record of ' decisions at ' House.


Q26:Do I have to keep records of directors' written or informal board decisions?

If you have the , details of all decisions, whether in writing or informally, must be recorded in writing and kept for at least ten years.

It is best to record any decisions in a signed by all as suggested by the (see Q&A 27).

If your has bespoke , you will need to check whether the position is different for you.

There is no requirement to file any record of ' decisions at ' House.


Q27:How do my directors pass a written board resolution?

If you have the , your can pass a by having all of the sign an agreed-form . If you have modified , you should check them, and any , to ensure your 's are permitted to make decisions by way of .

Before proposing a , check your have printing and scanning facilities, or that your can be circulated via an app or software which allows electronic signatures or some other electronic or written method of approval.

In order to pass a , you will then need to:

  1. agree the wording of the proposed (see Q&A 28);

  2. circulate the agreed-form to all (see Q&A 29);

  3. ensure all sign (or approve) the (see Q&A 30).

The will only be passed once it has been signed or approved by all eligible to vote on it.


Q28:Who needs to approve the wording of a written board resolution?

If your has the , and you are making a decision by way of a (see Q&A 27), your will all need to jointly agree the wording of the first. If your has modified of association, or a , check these for any restrictions or requirements on how written board are passed.

The chair (or any other who is proposing a ) should send the wording in draft to all . If there is any dissent or substantive discussion to be had, convene a meeting (see Q&A 8) rather than proceeding with a , to ensure all ' views are properly heard and discussed.

Once the wording is agreed, the signature version of the should be circulated to your for sign-off. For guidance on how to circulate the , see Q&A 29.


Q29:How should I circulate a written board resolution?

If your has the , once the wording of a is agreed (see Q&A 28), the signature version should be circulated to all eligible to vote on it. The chair or another nominated , secretary or member of can do this. If your has modified of association, or a , you should check these for any restrictions or requirements on how written board are passed.

The should be accompanied by clear instructions on how it should be signed or approved and who it should be returned to. If you have the software available, circulating the using a program or app which permits electronic signatures is likely to enable the to be passed more efficiently.


Q30:How should a director sign a written board resolution?

This depends on the provisions of your 's of association, and any restrictions in your . You should check these for any requirements or restrictions.

If your has the , a can be signed either by way of an electronic signature, or by the printing the , signing it by hand, and returning either a scan or clear photograph of the signed .

If an electronic signature is not possible and a cannot print or scan a signed copy, a can potentially be approved by the indicating their approval in writing (for instance in an email). However, for evidential purposes it is better to have the sign the wording of the itself so that there is no doubt regarding what they have approved.

should return the signed , or indicate their approval, to the chair or any other nominated , secretary or member of .

The will only be passed once it has been signed or approved by all eligible to vote on it.


Q31:Do I have to keep a copy of a written board resolution?

Yes, if you have the , any must be kept for at least ten years. If your has modified of association, or a , you should check these for different or additional requirements to keep copies of .


Q32:Do I have to keep records of the decisions of a sole director?

Whilst there is no formal requirement in the for sole to record their decisions, it is good practice to do so.

If your has bespoke , you will need to check whether the position is different for you.

There is no requirement to file any record of a 's decisions at ' House.


How to make a shareholders' decision
Q33:How do my company's shareholders make decisions?

usually take decisions by passing .

Most decisions can be made by passing an . The number of votes required to do this is different depending on whether a ' meeting has been called or not:

  1. at a meeting, you need over 50% of all votes which are voted on the (ie not including who do not vote at the meeting); or

  2. if a , you need over 50% of the total votes to pass the , whether or not all sign the .

Some important decisions require a . Again, the number of votes required to do this is different depending on whether a ' meeting has been called or not:

  1. if at a meeting, 75% or more of all votes which are actually voted on the (ie not including who do not vote at the meeting); or

  2. if a , you need 75% or more of total votes to pass the , whether or not all sign the .

For guidance as to which decisions require an , and which decisions require a , see Q&A 4.

For guidance on how a should be passed, and how the votes should be counted, see Q&A 35.

In all cases, records of decisions will need to be kept by the and some will need to be filed at ; see Q&A 57 and Q&A 58 for further information about these requirements.


Q34:Who has the casting vote on a shareholders' resolution?

Unless otherwise agreed, no one has a casting vote. If there are insufficient votes in favour of a particular , it will simply fail to be passed; there is no automatic casting vote. In where the ownership is divided 50/50 between two , there is therefore the possibility of a deadlock unless a mechanism for has been agreed (typically, such a mechanism will be in a ).


Q35:How do shareholders pass resolutions?

There are two ways by which can pass :

  1. By a

    A is passed by circulating the proposed to all eligible to vote and allowing them a certain period of time to indicate whether they agree; see Q&A 38 for further information about this process. This is normally the most efficient way for to pass ' .

  2. At a

    A is a meeting of the of a . Usually, a will be called by the of the and will require at least two weeks' notice unless called by shorter notice. See Q&A 44 for further information about the process of convening and passing a at a .

See Q&A 43 for the key difference between the two in terms of voting.

A must be called where the wish to pass a to:

  1. remove a before the expiration of their period of office, unless your say otherwise; or

  2. remove an before the expiration of their term of office.

If your has bespoke , you should check them to see whether a is required in additional circumstances.


Q36:If my company has only one shareholder, how are shareholders' resolutions passed?

If your has only one , they can take decisions informally but must provide the with details of their decisions; failure to do so is an offence.

The best way to do this is to set out the decision as a and sign it. If the decision being taken by the is one which is not allowed by way of a (removal of a or ) it is best practice for the to convene a in order to pass that decision, with a of one; see Q&A 44 for further information about how to pass a decision at a .

If you have bespoke then you should check these for any particular requirements in relation to decision-making by a .


Written shareholders' resolutions
Q37:When should my company pass a written shareholders' resolution?

Passing a ' using the procedure is usually quicker and more straightforward than passing a by convening a , and is therefore preferable for most decisions. You should, however, be aware of the key difference between the two in terms of voting (see Q&A 43).

Decisions to remove a (unless the say otherwise) or to remove an before the expiration of their term of office cannot be taken using the procedure – they must be taken at a (see Q&A 44 for how to do this).

If your has bespoke or a , check to see whether there are any other restrictions or requirements about the way in which your 's can pass .

For guidance on how to pass a written ' , see Q&A 38.


Q38:How do I pass a written shareholders' resolution?

The 's can propose and circulate a to the and in order to do so must take the following steps:

  1. Agree the wording of the proposed

    The wording of the must be approved before it is circulated to the . Most straightforwardly, the should agree the wording of the proposed by passing their own (most commonly at a ); see Q&A 7 for guidance on how can pass .

  2. Circulate the to your

    The must circulate a copy of the to all eligible to vote on it (see Q&A 39 for who is eligible and Q&A 41 for how to circulate your ).

  3. Circulate guidance notes to your with the

    The should be accompanied by guidance notes informing :

    1. how to show their agreement to the – the easiest way is to ask to sign the and return a copy in the post or scan it and email; and

    2. the date by which the must be passed if it is not to lapse. This must be the date specified in your or, if none, 28 days after it has been circulated.

  4. Send a copy of the to your (if you have one)

  5. Avoid the lapsing

    A lapses if it is not passed within 28 days (or, less commonly, any period specified in your 's of association) of the circulation date.

  6. Arrange for your to vote on the

    should vote on the proposed in accordance with the instructions accompanying it. They can then return a copy of the document signifying their agreement either by post, hand or email.

    See Q&A 42 as to how many votes in favour are required for the to be passed.

  7. to be recorded and filed as necessary

    You must keep a record of all and in some cases you must file a copy of the at . See Q&A 57 and following for further information.

For a step-by-step checklist summarising how a ' should be passed as a by a with , see Checklist for passing a shareholder written resolution.


Q39:Which shareholders are eligible to vote on a resolution?

If your has the and all hold , then all will be eligible to vote. If your 's is split up into different , some of the may not have ; for guidance see Issuing a company's first shares.


Q40:Is there a notice period I must provide to shareholders before a written resolution is circulated or passed?

No, there is no for a written ' . Circulating and passing a is an expedited way for to make decisions, avoiding the notice requirements of a .

A can be circulated to as soon as it is approved by your ’s (see Q&A 41), and it will be passed as soon as the necessary number of indicate their agreement to it (see Q&A 42).

In theory the process of circulating and passing a can therefore be completed very quickly. In a small where the are also , it can be almost instant, if all and are in the same place. In a larger , same-day is possible if the is circulated and returned by email.


Q41:How do I circulate a shareholders' written resolution among shareholders?

In order to circulate the (applicable to proposed by the board):

  1. the can be sent to (at the same time, to the extent that is possible) in the post, or alternatively by email as long as the have previously consented to this and provided an email address;

  2. alternatively, if it is possible to do so without undue delay, a copy of the same can be given to the in turn for review and signature; this may be appropriate if there are a small number of all based in the same building, for example; or

  3. a combination of methods can be used (if, for example, some of the are in the same building and some are external).

It is also possible for the themselves to circulate the and the process is slightly different where this happens, but it is much more common for the to do so. Advice about proposed by the is therefore outside the scope of this service. If you require specific guidance on the circulation of by the , you should should seek separate expert legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.


Q42:When is a written shareholders' resolution passed?

Unless your business has bespoke which say otherwise, each has one vote in respect of each voting they hold. If one holds which represent 51% of the total number of votes, their vote alone is enough to pass a written .

A will be passed as soon as a sufficient number of have signified their agreement to the :

  1. a written will be passed when signed by a or who on the date the is circulated hold in aggregate over 50% of the total in the and are entitled to vote; and

  2. a written will be passed when signed by a or who on the date the is circulated hold 75% or more of the total in the and are entitled to vote.

For guidance on how to circulate and pass a written ' , see Q&A 38.


Q43:What is the difference between a shareholders' resolution passed at a meeting and a written resolution?

The key difference between a passed at a meeting and a is the majority of votes needed to pass the :

  1. a proposed at a must, to be effective, be passed by who together hold the required percentage of all the votes which are cast at the meeting on the ie not the total number of votes (see Q&A 55 for guidance on voting at )

  2. whereas a , to be effective, must be passed by who together hold the required percentage of the total number of votes whether or not they are cast.

EXAMPLE: your has five who hold five votes each and you need to pass an .

  1. If only 3 vote at a , and they vote on a not a show of hands (see Q&A 55), you will need a majority of 15 ie at least 8 votes to pass the . This means at least 2 of the must vote in favour.

  2. Irrespective of how many actually sign, you will need holding a majority of all the votes ie a majority of 25 which is at least 13 votes, to sign the . This means at least 3 of the must sign the .

For how to circulate and pass a written ' , see Q&A 38. For how to call a in order to pass a ' , see Q&A 45 and following.


Shareholders' meetings
Q44:When will a general meeting of my company's shareholders be required?

A is a meeting of the of a at which a ' can be passed. Unless the 's say otherwise in the case of a to remove a , a is always required in order to:

  1. pass a to remove a ; or

  2. pass a to remove an before the expiration of their term of office.

In all other circumstances, the procedure can be used as an alternative means of passing a . This is quicker and more straightforward for most and thus preferable; see Q&A 35 for further guidance.


Q45:What process do I need to follow to hold a shareholders' general meeting?

Usually, the will call a of the 's although in certain circumstances an individual can request one; see Q&A 49 for further information about this.

In most cases, the must ensure that receive notice of a at least 14 before the date of the meeting and must ensure the notice contains specific information. See Q&A 46 and following for further information about these notice requirements.

If appointed, the 's is entitled to receive all notices and other communications relating to which are entitled to receive. They are also entitled to attend any meeting and speak on any matter concerning them as .

There are particular requirements for the meeting itself, which include the number of that must be present and the way in which voting must take place; see Q&A 52 and following for further information about these.

For a step-by-step checklist summarising how a should be passed at a by a with , see Checklist for passing a shareholder resolution at a general meeting.


Q46:How much notice do I have to give shareholders when calling a general meeting?

must ensure that they follow the rules otherwise they may not be able to rely on matters decided at the meeting. See Q&A 47 for who you must notify of a and Q&A 48 for what your notice must say.

Work out the very carefully and, to avoid any doubt or mistakes, more notice than is strictly required is advisable.

The general rule is that the must be given at least 14 ' notice of the meeting. There must be 14 between the date notice is received by the and the date the meeting takes place, not including the date of the meeting or the date the notice was received by the .

Notice can be sent to in the post or by email, provided the have previously consented to receiving communications by email and have supplied an email address. As long as the notice has been addressed correctly, you can assume it has been received 48 hours after either posting or emailing it, and the 14 days' can therefore start on the following day.

For example, for a to take place on Friday 16 November, notice would need to be received by the on or before Thursday 1 November. The should therefore post or email the notice to on Tuesday 30 October at the very latest and in practice a day or two earlier.

It is possible for a different to be set out in the 's of association, so you should check for this. If your has the , the period required is the standard 14 days.


Q47:Who do I send notice of a general meeting to?

The general rule is that notice must be sent to every and every of the .

  1. If you have been notified that a person is entitled to a because a has died or been made , you must also send notice to that person.

  2. If your has bespoke of association, there may be additional or different requirements about who must receive notice, so you should check for this and ensure that all those specified do in fact receive it.

  3. Notice should also be sent to the if there is one.


Q48:What must my notice of a general meeting say?

All notices of must include the following:

  1. the time, date and place of the meeting;

  2. a summary explanation of the nature of the business to be dealt with at the meeting; and

  3. with reasonable prominence, details of the ' rights to appoint a to attend the meeting on their behalf (see Q&A 54 for further information about the right to appoint a ).

If your intends to pass a , the notice must also:

  1. include the text of the ; and

  2. specify the intention to propose the as a .

Otherwise, the cannot be passed.It is recommended that you do not attempt to draft a notice yourself and instead obtain separate legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.

Depending on the nature of what will be discussed and the which need to be put to the meeting, there may be strict rules you need to follow in how the notice is worded. Failure to follow these rules could mean that a passed at the meeting cannot be relied on.


Q49:In what circumstances can the shareholders themselves call a general meeting?

In the vast majority of cases will be called by the , but in certain circumstances the can require the to call a (and if the fail to do so, call one themselves).

A might wish to do this if, for example, they want to appoint or remove a . Nonetheless, they can validly make a request in relation to any type of business that is usually dealt with by ; see Q&A 4 for information about the types of decision that need to be made by the .

A or only have a right to use this power to call a if:

  1. they (individually or together) hold at least 5% in number of the paid up in the which carry the right to vote;

  2. they forward a request to the which includes a description of the general nature of the business to be dealt with at the meeting. In addition, the request can include the text of the proposed, although there is no requirement to include this and it can be left to the to formulate.

The request can be delivered to the in the post, by hand or by email, but it must be in writing and signed by the making it.

As long as the request has been made properly, the must then call the meeting within 21 days of receiving the request. The meeting must take place no more than 28 days after the date of the notice convening the meeting.

If the do not call a meeting in this way, the who requested the meeting can do so themselves. They must set the meeting date for a date within 3 months of when the received the request and must follow the same process that the would have followed to call the meeting.


Q50:Where should I hold a general meeting?

There is no particular requirement about where the meeting has to be held, and it is not necessary for all to be physically present as long as they are all able to communicate with one another. The meeting could therefore take place via telephone, video-conference or webchat, although if there are a large number of attending it is likely to be easier to hold the meeting in a physical location.


Q51:Who should be the chair of a general meeting?

Every needs a chair, who has the responsibility of making sure that all items on the agenda are covered, that procedural requirements are met and that the voting process is carried out properly.

The state that the chair of the should act as the chair of a , if possible. However, if this is not possible then the present must appoint a or to chair the meeting as the first item of business at the meeting.


Q52:What is quorum for a general meeting?

In order for decisions to be made at a , there must be a minimum number of present, known as the .

For a with and more than one , the is two . If your only has one , then only that will need to attend in order for the meeting to be quorate.

If properly appointed, proxies will count towards the and have the right to to vote. See Q&A 54 for how to appoint proxies.


Q53:What happens if a general meeting is not quorate?

If there are insufficient present, then any business transacted at the meeting will be and of no effect. In these circumstances, the should be adjourned.


Q54:Can a shareholder appoint another person to attend a general meeting and vote on their behalf?

Yes; all have the right to appoint somebody else to attend (known as a ) and vote on their behalf. The has a duty to inform each of this right when circulating notice of the meeting; see Q&A 46 and following for further information about drafting and circulating a notice of a .

There may be additional provisions about the right to appoint proxies set out in your 's of association, so you should check for this.

The should also set out the manner in which the must be appointed. Under the , notice that the is appointing a must be given in writing and must state the following:

  1. the name and address of the appointing the ;

  2. the identity of the ; and

  3. the for which the is appointed.

The notice must be signed by or on behalf of the making the appointment and sent to the in accordance with any directions set out in the notice of the . The notice can specify how the is to vote (or that the is to abstain from voting on a particular ) but otherwise the appointed under the notice will have discretion about how to vote at the meeting.


Q55:How can the shareholders vote at a general meeting?

Voting at a is managed by the chair, and takes place in one of the following ways:

  1. Show of hands

    On a vote on a show of hands, each present in person has one vote (unless your has bespoke which say otherwise).

  2. On a vote on a , every has one vote in respect of each held by them (unless your has bespoke which say otherwise).

    For guidance on who can make a call for a , see Q&A 56.

The default position, including where your has the , is that decisions are taken on a simple show of hands unless a valid call for a is made. However, if your has bespoke then they may say that the system should always be used, so you should check for this.

A vote on a simple show of hands has the advantage of being simple and straightforward, but can produce an unrepresentative result.

EXAMPLE: if a has three , for instance, with one holding 80% of the and the other two holding 10% each, the two minority outvote the real majority on a show of hands.

For this reason, the chair should keep a careful eye on voting. If a misrepresentative outcome (like the one described above) is risked by a show of hands, the chair should ensure that a vote is carried out.

See Q&A 55 for information about appointing proxies.


Q56:What is a poll, who is entitled to demand one and when?

A is one way in which can vote at a , the other being on a show of hands. Under the , on a every has one vote in respect of each held by them but only one vote in total on a show of hands.

A vote on a simple show of hands is more straightforward but can produce an unrepresentative result (see Q&A 55 for an example). For this reason, the chair of the meeting should keep a careful eye on voting. If a misrepresentative outcome is risked by a show of hands, the chair should ensure that a vote is carried out.

It is common for a 's to set out a list of those entitled to demand a . Under the , a can be demanded by the following:

  1. the chair of the meeting;

  2. the ;

  3. two or more who have a right to vote on the ; or

  4. a or with 10% or more of the total of all the that have a right to vote on the matter.

Where the has appointed a , the can demand a in the same way as the they represent would have done; see Q&A 54 for further information about appointing proxies.

Under the , the can be demanded at the following times:

  1. in advance of the where it is to be put to the vote; or

  2. during the meeting itself, either before a show of hands or immediately after the result of a show of hands on the has been declared.

The must be taken immediately and in such manner as the chair directs. A record of votes must be taken and calculated.


Steps to take after a shareholders' resolution is passed
Q57:What shareholders' resolutions do I need to file at Companies House?

All must be filed at within 15 days of being passed.

If your 's is divided into different classes, you may in some cases need to file additional relating to a particular class of ; advice about varying class rights is beyond the scope of this service. If you require specific guidance on varying class rights, you should seek expert legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.

In general, ordinary do not need to be filed at although there are certain exceptions, the most relevant of which for users of this service are as follows:

  1. any authorising the to send or supply documents or information by making them available on a website; and

  2. any affecting the ' authority to allot and issue .

If your has only one and they have taken a decision informally, the must provide the with details of a decision they have taken. If this decision would, ordinarily, have needed a in order to be passed (see Q&A 4 for further information about which decisions require a ), or is one of the two types of that must be filed as noted above, a copy of this decision should be filed with .

You must send a copy of the to in paper copy in the post, and it must include the name and of the . You should set out a copy of the and the date on which it was passed, and the document should be signed by a or the 's secretary. For an example of a filing copy, see Filing copy of shareholder written resolution to change company name.

If your fails to comply with these requirements both your and your in default commit an offence and can be fined.

You should bear in mind that many decisions your takes will also require specific forms to be filed at ; for example, where you:

  1. appoint a (see Steps to take after a new director's appointment);

  2. remove a (see Filing and record keeping after a director leaves office);

  3. change the 's name (see Steps you need to take after changing your company's name); or

  4. change the 's (see Steps required to change a company's registered office).


Q58:What records do I need to keep after shareholders' resolutions have been passed?

You are required to keep the following written record of all for at least 10 years. If these records are not kept, all of the 's who are in default will be guilty of an offence and could be fined.

  1. Where the was made by way of a , you will need to keep a copy of that (see Q&A 37 for further information about passing ). It is best practice to record decisions of sole as .

    For an example of a , see Shareholder written resolution to change a company's registered name.

  2. Where the decision was made at a , you will need to keep a copy of minutes of the meeting (see Q&A 44 for further information about passing a at a ).

    There is no set format that the minutes need to take, but they should clearly record all formal business and that take place at the meeting.

Where your has only one and they have taken a decision informally which has effect as if agreed by the in , the is required to provide the with details of that decision, and this record must be kept; failure to do so is an offence.

If your has bespoke and/or a in place, these may contain additional provisions about record keeping, so you should check these.

You should note that your 's have the right to inspect and request copies of minutes of all and copies of all passed by the in the past 10 years. For more information about this and how and where to keep records, see Dealing with requests to inspect company records.