Written resolution for UK private limited companies. Companies Act 2006 ss.288-300. Ordinary or special resolution, no meeting required. From £4.99.
A Written Resolution is a way for the members (shareholders) of a private limited company to pass a decision without holding a physical meeting. It is the mechanism by which resolutions are circulated in writing, signed by sufficient members, and treated as if passed at a general meeting. Governed by Chapter 2 of Part 13 of the Companies Act 2006.
Whenever a private company needs to pass an ordinary or special resolution and wants to avoid the time and formality of a general meeting. Common uses include changing the company name, changing the articles, approving long-term service contracts, authorising directors to issue shares, or any other matter requiring shareholder consent.
The proposed resolution (ordinary or special), an explanation sufficient to inform the members' decision, the date of circulation, the deadline for response (default 28 days under section 297), and the threshold for passing (simple majority for ordinary, 75% for special). Signed copies are kept with the statutory books.
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