MAKE YOUR FREE Shareholder Resolution
What we'll cover
What is a Shareholder Resolution?
Shareholder Resolutions set out the ordinary and/or special resolutions that company shareholders are to vote on. Use this Shareholder Resolution to either:
- notify shareholders of a general meeting at which they are to vote on certain resolutions, or
- ask shareholders to vote on certain resolutions via written resolution
When should I use a Shareholder Resolution?
Use this Shareholder Resolution:
- if you are a private limited company registered in England, Wales or Scotland
- for shareholders to vote at a general meeting or via written resolution
- for shareholders to vote on ordinary resolutions (eg to appoint a new company director, propose a loan to a company director or approve a director’s service contract for a length greater than 2 years)
- for shareholders to vote on special resolutions (eg to adopt entirely new articles of association, remove an article, replace an article and/or insert a new article in company’s existing articles of association or change the name of the company)
Sample Shareholder Resolution
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COMPANY NUMBER:
(the Company)
NOTICE OF GENERAL MEETING
NOTICE is given that a general meeting of the Company will be held on at at , , . The general meeting is being held to consider and, if deemed fit, pass the following as ordinary and special resolution(s):
ORDINARY RESOLUTION(S)
SPECIAL RESOLUTION(S)
NOTE
- Shareholders are entitled to appoint another person to act as their proxy. Proxies can exercise all of that shareholder’s rights to attend, speak and vote at the general meeting.
- In relation to the general meeting, a shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
- A proxy does not need to be a shareholder of the Company.
- Appointing a proxy does not prevent a shareholder from attending and voting at the general meeting.
- To appoint a proxy, submit a written proxy notice:
- stating the name and address of the shareholder appointing the proxy;
- identifying the person appointed to be that shareholder’s proxy;
- identifying the general meeting in relation to which the proxy is appointed; and
- signed by or on behalf of the shareholder appointing the proxy.
To be effective, the notice to appoint the proxy must be submitted and lodged with the Company at , , no later than on .
About Shareholder Resolutions
Learn more about making your Shareholder Resolution
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How to make a Shareholder Resolution
Making a Shareholder Resolution online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all of the details prepared in advance, making your document is a quick and easy process.
To make your Shareholder Resolution you will need the following information:
The company
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What are the company’s details (eg its name and number)?
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Will the Shareholder Resolution(s) be passed:
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At a meeting of the shareholders?
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In writing without the need for a meeting?
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If the resolution(s) will be voted on at a general meeting
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When will the general meeting take place?
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Where will the general meeting take place?
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Can shareholders attend the general meeting virtually? If so:
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How can shareholders virtually attend the general meeting?
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What is the URL of the virtual general meeting?
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Is a meeting ID required to access the meeting? If so, what is the meeting ID?
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Does the company provide shareholders with a proxy form to appoint a proxies (ie someone who can vote on the shareholder’s behalf)?
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Where should proxy forms be sent?
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Who will sign the document on behalf of the company?
If the resolution(s) will be voted on using a written resolution
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When will the written resolution be sent to the shareholders?
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What are the shareholders’ names?
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Can the signed written resolution be returned to the company by:
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Hand? If so, to what address should the signed written resolution be delivered?
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Post? If so, to what address should the signed written resolution be delivered?
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Email? If so, what email address should the written resolution be sent to and who should the email be addressed to?
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When should the signed written resolution be returned to the company by?
Resolutions
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What ordinary resolutions will shareholders vote on?
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The appointment of a company director? If so, what is the director’s name and when will they be appointed?
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The approval of a loan from the company to a director? If so, what is the name of the director receiving the proposed loan and what is the proposed loan amount?
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The approval of a director's employment contract of a length of more than 2 years? If so, what is the director’s name?
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Another ordinary resolution?
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What special resolutions will shareholders vote on?
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The adoption of an entirely new set of articles of association?
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The deletion part of the existing articles of association? If so, what article is being deleted?
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The replacing of part of the existing articles of association? If so, what article is being deleted and replaced and what are the details of the replacement article?
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An addition to the existing articles of association? If so, what are the details of the new article?
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The changing of the company’s name? If so, what is the proposed new name of the company and when will the name change?
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Another special resolution?
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If any special resolutions are being voted on, what percentage of voting rights must vote in favour of the resolution for it to pass?
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Common terms in a Shareholder Resolution
This Shareholder Resolution can be used to give notice of a general meeting or to ask shareholders to vote on certain ordinary or special resolutions using a written resolution. To facilitate this, the Shareholder Resolution covers:
Company and notice details
The start of the Shareholder Resolution provides the company’s details, including its name, number and that it is a company limited by shares. It also sets out the legal basis under which the Shareholder Resolution is either giving notice of a general meeting or requesting that the shareholders vote on certain resolutions using a written resolution.
If the document is used to give notice of a general meeting, it provides details of the general meeting. This includes when and where it will be held. If the general meeting can be attended virtually, this is also set out along with details of how the meeting can be attended virtually.
If the document is used as a written resolution, it sets out the circulation date of the written resolution.
Resolutions
The Shareholder Resolution provides details of the ordinary and/or special resolutions that the shareholders will vote on. If the document is used as a notice of general meeting, the resolutions are included so that shareholders know what decisions will be discussed and voted on at the general meeting. If the document is used as a written resolution, these are the resolutions the shareholders should vote on.
Signatory
The Shareholder Resolution includes spaces for the relevant party (or parties) to sign.
If the document is used to give notice of a general meeting, it should be signed by someone notifying the shareholders on behalf of the board of directors (eg a director or company secretary).
If the document is used as a written resolution, all shareholders entitled to vote on the resolution(s) at the time of circulation of the written resolution can vote on the resolution(s). As a result, every eligible shareholder is given a place to sign.
For more information on signing the document, see the Make it legal checklist.
Notes
Attached to the Shareholder Resolution are certain explanatory notes. These provide details about the document and the relevant voting procedure for eligible shareholders.
If you want your Shareholder Resolution to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review or change the document for you, to make sure it complies with all relevant laws and meets your specific needs. Ask a lawyer for assistance.
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Legal tips for making a Shareholder Resolution
Understand when this document can be used
In accordance with the Companies Act 2006, this Shareholder Resolution can be used by private companies limited by shares as a written resolution or as a notice calling a general meeting. This means that companies can use it to inform shareholders about any proposed resolutions which they should vote on at a general meeting of the company or to ask shareholders to vote on proposed resolutions in writing.
Check the articles of association before making your Shareholder Resolution
The articles of association of a company set out the rules according to which it must be run and administered. Before you make and send your Shareholder Resolution, you should check and review your company’s articles to ensure that your Shareholder Resolution complies with the articles. In particular, you should consider checking:
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whether general meetings can be attended virtually
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whether more than 90% of shareholders need to agree to a general meeting in order for it to take place at short notice
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what the articles say about passing ordinary resolutions and the types of decisions that must be passed as ordinary resolutions
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what the articles say about passing special resolutions and the types of decisions that must be passed as special resolutions
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what percentage of total voting rights must agree to a special resolution for it to pass
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whether the articles specify after how many days of circulation a written resolution will lapse
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whether the articles set out any specific requirements regarding proxy notices (eg when they must be submitted and lodged with the company)
Make sure to give shareholders the required amount of notice when calling a general meeting
When using the Shareholder Resolution to call a general meeting, you need to give shareholders sufficient notice. The amount of notice required depends on who is calling the meeting.
Directors can call a general meeting by providing at least 14 clear days’ notice. 'Clear days' means days excluding the day of the meeting and the day that the notice is given. Shareholders can request that the directors call a general meeting. The directors must schedule the meeting no later than 28 days after the date of the notice calling the general meeting
A general meeting may also be called on short notice. This is typically the case if a majority of the shareholders, who together hold at least 90% of voting rights in the company, agree. Check your company's articles of association as they may specify a share percentage greater than 90%.
For more information, read Company resolutions.
Remember to make the document available to all relevant parties
If the Shareholder Resolution is used to call a general meeting, it must be sent to all shareholders (subject to the company’s articles of association), directors and auditors.
If the Shareholder Resolution is used as a written resolution, it must be sent to all shareholders entitled to vote on the proposed resolution(s) at the time the written resolution is circulated. The date of circulation is the date on which the document is made available to the shareholders.
For more information, see the Make it legal checklist and the FAQs ‘What is a general meeting?’ and ‘How should a written resolution be made available to shareholders?’.
Specify a lapse date if the Shareholder Resolution is used as a written resolution
When asking shareholders to vote using a written resolution, the document must include a lapse date. This is the date before which the signed written resolution needs to be received by the company for a shareholder’s vote to count.
If enough votes to pass a resolution aren’t received before the lapse date, the resolution lapses (ie becomes invalid). This means that the resolution will not pass.
Your company’s articles of association may specify within how many days of circulation a written resolution will lapse. If this is the case, this will be the amount of time you will need to give the shareholders to vote on the resolution(s). If the articles don’t specify a period, a written resolution will lapse at the end of the 28-day period beginning on the circulation date.
For more information, see the FAQ ‘How do shareholders vote on a written resolution?’.
Understand when to seek advice from a lawyer
Ask a lawyer if:
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your company is not a private company limited by shares (eg it's a public company)
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you want to call a general meeting at short notice
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you require a proxy notice
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someone will be signing the written resolution on behalf of a shareholder (eg under a power of attorney)
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shareholders should be able to vote separately on each resolution set out in the written resolution
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you want your Shareholder Resolution to include a section saying the resolution was adopted
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you require more detailed security measures for shareholders attending a general meeting virtually
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you are unsure about what type of resolution you want to pass
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this document doesn’t meet your specific requirements
This shareholder resolution complies with the laws of England, Wales and Scotland.
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Shareholder Resolution FAQs
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What is included in a Shareholder Resolution?
This Shareholder Resolution template covers:
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the company’s details
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where applicable, details of the general meeting (when and where it will take place and if it can be attended virtually)
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the proposed ordinary resolution(s)
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the proposed special resolution(s)
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explanatory notes for shareholders
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Do I need a Shareholder Resolution?
Resolutions are formal, legally binding decisions reached by the shareholders of a company. Company resolutions must be passed in accordance with the law (eg the Companies Act 2006) and the company’s Articles of association. Using a shareholder resolution helps ensure that the correct process for passing such resolutions is followed. Always check your articles of association before passing a shareholder resolution to make sure you comply with any article-specific requirements.
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What is a general meeting?
A general meeting is a meeting of the company shareholders. General meetings may take place annually (known as ‘annual general meetings’) or for non-routine purposes, for the shareholders to meet and vote on proposed resolutions.
This Shareholder Resolution can be used as a notice of a general meeting, to call a general meeting and ask the shareholders to vote on the proposed resolution(s). A copy of the notice must be provided to all:
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shareholders (subject to the company’s articles of association)
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directors
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auditors
For more information on general meetings, including how they can be called, read General meetings.
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What is a written resolution?
While shareholders may pass decisions at general meetings they can also pass certain decisions in writing, using a written resolution, without calling a meeting. This process involves circulating a written resolution amongst all shareholders entitled to vote (ie who own voting shares at the time of circulation). The written resolution will pass when the necessary threshold for the resolution is met.
Certain resolutions cannot be passed as written resolutions, including removing a director from office before the end of their contract.
For more information, read Written resolutions.
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What is an ordinary resolution?
An ordinary resolution requires a simple majority (ie more than 50%) of shareholders to agree. Ordinary resolutions are generally used for routine changes.
At a general meeting, an ordinary resolution can be voted on by a show of hands. If more than 50% of the shareholders present at the meeting vote in favour of the resolution, it will pass. Shareholders can also request a poll vote at a general meeting. Here, shareholders have one vote per voting share they hold. For more information on poll votes, Ask a lawyer.
For written resolutions, each shareholder has one vote per voting share they hold. An ordinary resolution contained in a written resolution will only pass if shareholders holding more than 50% of the total voting rights of all shareholders vote in favour of the resolution. In other words, an ordinary resolution will only pass if more than 50% of all voting shares approve the resolution.
For more information on ordinary resolutions, read Company resolutions.
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What is a special resolution?
A special resolution requires at least 75% of shareholders to agree. Special resolutions are typically used for important decisions or decisions affecting the constitution of a company.
Special resolutions are passed in the same manner as ordinary resolutions, apart from the fact that the threshold is (at least) 75% instead of 50%.
It’s important to note that a company’s articles of association may require a higher threshold (eg 90%) for special resolutions to pass.
For more information on special resolutions, read Company resolutions.
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How can shareholders attend a general meeting?
Shareholders can attend a general meeting in person or virtually (if this is allowed in the articles of association).
If the meeting can be attended virtually, the notice of the general meeting should include a link to the meeting. If a meeting identification number is required to gain access to the virtual meeting, this should also be provided.
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What is a proxy?
If shareholders cannot attend a general meeting, they can appoint a proxy. A proxy is someone who votes on the shareholder’s behalf if they cannot attend the meeting. To appoint a proxy, a shareholder must submit and lodge a printed and signed proxy notice with the company:
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stating their name and address
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identifying the person appointed to act as a proxy, and
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identifying the general meeting in relation to which the proxy is appointed
The company’s articles of association should specify when a proxy notice must be submitted to and lodged with the company to be deemed valid. However, the articles may not require that a proxy notice is submitted:
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more than 48 hours before the meeting, or
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24 hours before the time of the poll, in the case of a poll taken more than 48 hours after it was demanded by shareholders
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How should a written resolution be made available to shareholders?
Copies of the written resolution should be made available (ie circulated) to all eligible shareholders (ie those who own shares allowing them to vote at the time of circulation).
The written resolution should either be circulated to all shareholders at the same time (so far as reasonably practical) or by submitting the same copy to each shareholder in turn (provided that it is possible to do so without undue delay). For more information, read Written resolutions.
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How do shareholders vote on a written resolution?
Shareholders vote on the resolution(s) set out in a written resolution by signing the written resolution and returning it to the company. Shareholders who agree to the proposed resolution(s) should sign the written resolution and return it to the company before the lapse date specified in the document. Those who do not agree with the proposed resolution(s) do not need to return the written resolution.
If this written resolution sets out multiple resolutions, the shareholders can either accept or reject all resolutions.
For a shareholder’s vote to be counted, the signed written resolution must be received by the company on or before the lapse date specified in the written resolution. The company’s articles of association may specify a specific lapse date or lapse period. If they do not, the written resolution will lapse (ie become invalid) at the end of the 28-day period beginning on the circulation date. For example, if a written resolution is circulated on 2 March, it would lapse at the end of 29 March.
For more information, read Written resolutions.
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Does Companies House need to be notified of any company resolutions?
Under the Companies Act 2006, certain resolutions must be filed with Companies House within 15 days of being passed. Examples of the types of relevant resolutions for private limited companies include:
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all special resolutions
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unanimous resolution (ie resolutions that require all shareholders to agree) that, if not agreed as a unanimous resolution, would not have been effective unless passed as a special resolution
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unanimous resolutions agreed on by all members of a class of shareholders (ie the same type of shareholders) that, if not agreed as a unanimous resolution in this way, would not have been effective unless passed by a certain majority (ie as set out in the articles of association) or otherwise in a particular manner
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any resolution effectively binding an entire class of shareholders even though the resolution was not agreed to by all those shareholders
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any resolution effectively binding all members of a class of shareholders though not agreed to by all those shareholders
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an ordinary resolution on the power of directors to allot shares (unless already authorised by the articles of association)
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an ordinary resolution redominating (ie converting shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency) share capital or any class of share capital
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an ordinary resolution authorising an off-market purchase for the purpose of an employee share scheme
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an ordinary resolution authorising the company to make market purchase of its own shares
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an ordinary resolution agreeing to send or supply documents or information to shareholders by making them available on a website
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an ordinary resolution realting to the use of paperless securities (eg where the ownership of securities like stocks is recorded electronically, without the need for physical certificates)
Such resolution can be filed using the Government’s template document, using Companies House’s document upload service or sending the passed resolutions to Companies House by post.
For more information, read Company resolutions.
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