A written resolution is a formal document used in corporate governance that allows company directors or shareholders to make decisions outside of a formal meeting. It is a written record of a decision made by the company’s directors or shareholders without the need for a physical meeting. Written resolutions are typically used for matters that do not require discussion or debate and can be passed by a simple majority vote. Once approved and signed by the requisite number of directors or shareholders, a written resolution has the same legal effect as a decision made at a formal meeting. Written resolutions offer flexibility and efficiency in corporate decision-making by eliminating the need for convening meetings and allowing decisions to be made in a timely manner.
Under the Companies Act 2006 a written resolution refers to a resolution signed by a majority of company members and treated as effective despite not being passed at a properly convened company meeting.
A special resolution requires the approval of 75% of company members in order to become effective.
Private companies can, in most circumstances, pass resolutions in this manner; however other types of companies may have the power to do so if stated it’s stated within their Articles of Association.
Previous legislation required a written resolution to obtain the signature of all company members.
A written resolution is a document used by companies or organisations to make decisions or pass resolutions without holding a formal meeting. It is typically signed by the relevant decision-makers and documented in the company’s records.
Written resolutions are often used when it’s impractical or unnecessary to convene a physical meeting, such as for routine matters or urgent decisions. They can also be utilised when shareholders or board members are unable to attend a meeting.
Written resolutions can cover various decisions, including approving financial statements, appointing directors, authorising contracts, amending company bylaws, declaring dividends, and other matters specified in the company’s governing documents.
Typically, written resolutions can be proposed by directors, shareholders, or other authorised individuals or entities, depending on the governing rules of the organisation.
Written resolutions are adopted when they are signed by the required majority or unanimous consent of the relevant decision-makers, as stipulated by the organisation’s governing documents or applicable laws.
Yes, written resolutions must comply with any statutory or regulatory requirements and adhere to the organisation’s governing documents, including the number of required signatures, the content of the resolution, and the distribution process.
Yes, written resolutions generally have the same legal effect as resolutions passed at a meeting, provided they are properly executed and meet all legal requirements.
In most cases, written resolutions can be revoked or amended through subsequent written resolutions or by following the procedures outlined in the organisation’s governing documents.
The confidentiality of written resolutions depends on the organisation’s policies and the nature of the resolutions. While they are typically recorded in the company’s records, access to these records may be restricted to authorised individuals.
Written resolutions can be subject to legal challenge if they are found to be invalid or if there are allegations of fraud, coercion, or other misconduct in their adoption. In such cases, a court may intervene to determine the resolution’s validity.
This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.
This glossary post was last updated: 29th March 2024.
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