Written resolution template
A written resolution lets the members of a private limited company pass a decision on paper, without holding a meeting. The directors circulate it, members sign and return it, and it passes once enough agree before it lapses. The company, the resolutions, the members and the dates change each time.
Made by DocuWeave. Use at your own discretion.
What changes each time
13 values. Everything else is your wording, kept exactly.
The company
- Company number
- Company type: limited by shares or guarantee
- Company's full legal name
- Circulation date
The resolutions
- Type of each resolution: ordinary or special
- Text of each resolution
- Documents sent with the resolution
The members
- Member's full name, number and class of shares
- Signatures and dates
Returning and lapsing
- Postal address for returns
- Email address for returns
- Lapse date
- Signatory name and role on behalf of the board
The rules it usually needs
Written in plain English when the template is set up.
- One of several wordings
“Describe the proposal as an ordinary resolution, a special resolution, or both as marked.”
Each resolution is marked ordinary or special, and the note on the percentage needed matches.
- One of several wordings
“Say the members are persons entitled to vote on the circulation date, or eligible members.”
Only the chosen wording appears.
- One of several wordings
“State the majority needed: more than half of eligible voting rights for an ordinary resolution, or at least 75% for a special one.”
Only the chosen note appears.
- Only when…
“List the documents sent with the resolution only when documents must accompany it.”
A memorandum of a proposed loan is an example.
- Only when…
“Include the note that members can agree some resolutions and not others only when there are several.”
It asks members to mark which they agree to.
- Once for each item
“One row for each resolution and one row for each member.”
Two resolutions and three members give two resolution rows and three signature rows.
Questions people ask
What is a written resolution?
A decision of a company's members passed by signing a document rather than voting at a meeting. Private companies can use it for most decisions.
What majority is needed?
More than half of the voting rights for an ordinary resolution, and at least 75% for a special resolution.
How long do members have to agree?
28 days beginning with the circulation date, unless the articles set a different period. Unless enough members agree in that time, the resolution lapses.
Does a member have to reply?
No. A member who does not reply is not treated as agreeing.
Can a member change their mind?
No. Once a member has signified agreement it cannot be revoked.
Use this template
It opens in DocuWeave as a template you can check, change and publish. Nothing is used until you do.