Shareholder resolution

Read the Shareholder Resolution carefully to make sure it meets your company’s needs. Remember that if you have any questions you can easily Ask a lawyer.

Provide the Shareholder Resolution to all parties entitled to receive it and make sure to follow the correct circulation requirements.

For the notice calling a general meeting, the document should be sent to all: 

• shareholders (subject to the company’s articles of association)

• directors

• auditors

For the written resolution, the document should be sent to all shareholders entitled to vote on the proposed resolution(s) at the time the written resolution is circulated. 

Both a notice calling a general meeting and a written resolution can be made available amongst the relevant parties:

• as hard copy (eg personally or by post)

• by electronic means, like email or fax (only if the party has given consent to notice being given electronically)

• by means of a website

• partly by one of the above means and partly by another

For more information, read General meetings and Written resolutions.

Who will need to sign the Shareholder Resolution depends on how you want the shareholders to vote on the resolution(s). If the shareholders are to vote: 

• at a general meeting, the process for calling a general meeting must be followed

• using a written resolution, the written resolution process must be followed

Notice calling a general meeting

Either a company director or the company secretary will need to sign the document on behalf of the company. They can do this either by:

Signing online

1. You can sign online using RocketSign.

Signing in print

1. Print a copy of the document for each person entitled to receive the notice calling a general meeting.

Written resolution

Each shareholder entitled to vote on the resolution(s) at the time the written resolution was circulated should be given the opportunity to sign. Note that only those shareholders who agree to the resolution(s) should sign and return the written resolution. 

Shareholders can sign the written resolutions by signing in print:

1. Either print: 

   1. a copy of the document for each shareholder, or 

   2. one document to be circulated amongst all the shareholders.

2. Every shareholder entitled to vote at the time of circulation, who agrees to the resolution(s) being passed, should sign the document.

A copy of your Shareholder Resolution will be stored automatically in your Rocket Lawyer account ‘Dashboard’. 

If you are making a notice calling a general meeting, you should make sure to keep a copy for your record. If you are making a written resolution, you should make sure to store all signed, returned documents. 

Certain resolutions (including all special resolutions) must be provided to Companies House within 15 days of them being passed. For more information on this, read Company resolutions.

For more general information, read General meetings, Company resolutions and Written resolutions.