Written by Fraz Butt, Senior Director · SRA-regulated · Last reviewed 7 October 2026
A written resolution lets the shareholders of a private limited company make a formal decision without holding a general meeting. Under section 281 of the Companies Act 2006, it is passed once shareholders holding the required share of voting rights have signed or otherwise confirmed their agreement: more than 50% for an ordinary resolution and at least 75% for a special resolution. Public companies cannot use the procedure, and two decisions can never be taken this way: removing a director or removing an auditor before their term ends.
Most owner-managed and investor-backed companies now run almost all of their shareholder decisions by written resolution. It avoids booking a venue, chasing diaries and giving 14 days’ notice of a meeting. But the statutory procedure has strict rules on who receives the resolution, how agreement is given, when it lapses and what must reach Companies House. Getting them wrong can mean a criminal offence for the directors or a dispute with a minority shareholder.
This guide explains how the procedure works in 2026, step by step. If you need help drafting or running a resolution, our company law solicitors can prepare the documents and handle the filing for you.
What Is a Written Resolution?
A written resolution is a shareholder decision of a private company proposed and passed under Chapter 2 of Part 13 of the Companies Act 2006 (sections 288 to 300). It has the same legal effect as a resolution passed at a general meeting with the same majority.
It is a shareholder decision, not a board decision. Directors make their own decisions by board resolution, and the model articles let them do so unanimously in writing too. The two are often used together: the board approves a proposal, then circulates it to shareholders as a written resolution.
Typical decisions passed this way include:
- changing the company name or adopting new articles of association (special resolutions)
- giving directors authority to allot shares under s.551, often before an investment round (ordinary resolution)
- disapplying pre-emption rights on a share issue (special resolution)
- approving a director’s service contract longer than two years, or a substantial property transaction with a director (ordinary resolution)
- approving a share buyback or reduction of capital supported by a solvency statement (special resolution)
If you are preparing for a funding round, our guide to raising startup investment explains where these resolutions fit in the process.
When You Cannot Use a Written Resolution
Section 288(2) bars two decisions from the written procedure, even if every shareholder agrees:
- removing a director before the end of their term under s.168
- removing an auditor before the end of their term under s.510
Both must go to a general meeting, because the director or auditor has a statutory right to make representations and be heard.
Public companies cannot use the statutory written resolution procedure at all. Their shareholder decisions must be taken at a general meeting, whatever their articles say.
A company’s articles cannot remove a private company’s right to use written resolutions. Under s.300, any provision in the articles that tries to do so is void. Articles can, however, set a different lapse period and can allow agreement to be given by additional methods.
Unanimous Informal Consent (the Duomatic Principle)
Separately from the statutory procedure, the courts recognise that a decision is valid if all shareholders entitled to vote agree to it, even informally. This is known as the Duomatic principle, after Re Duomatic Ltd [1969]. Section 281(4) preserves it.
It is a useful safety net when a formality has been missed. It is not a substitute for proper paperwork, because proving that every shareholder genuinely agreed can be difficult later. Where there is any chance of disagreement, use the statutory procedure.
How to Pass a Written Resolution: Step by Step
A written resolution can be proposed by the directors or by shareholders holding at least 5% of the voting rights (s.288(3) and s.292). Most are proposed by the board. The steps below follow the statutory procedure.
- Check the articles and any shareholders’ agreement. Confirm the majority needed, whether the articles set a different lapse period, and whether a shareholders’ agreement gives any investor a veto or consent right over the decision. A founders’ or shareholders’ agreement often adds requirements the Act does not.
- Hold a board meeting or pass a board resolution. The directors resolve to propose the shareholder resolution and approve the wording.
- Identify the eligible members. These are the shareholders entitled to vote on the circulation date, which is the date the first copy is sent out (s.289 and s.290). Anyone who becomes a shareholder after that date does not count.
- Draft the resolution and the accompanying statement. Each resolution must be labelled as ordinary or special. The statement must explain how to signify agreement and the date by which the resolution must be passed or it lapses (s.291(4)).
- Circulate to every eligible member at the same time. Send in hard copy, by email or other electronic form, or by putting it on a website (s.291(3)). If you use a website, you must notify each member that it is there, and it must stay available until the lapse date (s.299).
- Collect agreement. A shareholder agrees by returning an authenticated document that identifies the resolution and states their agreement (s.296). Once given, agreement cannot be withdrawn.
- Record the date it passed. The resolution passes on the day the company receives enough agreement to reach the required majority (s.296(4)). It does not need to wait for every shareholder to respond.
- File and record it. File it at Companies House within 15 days if required, and add it to the company’s minute book (see below).
Majority required for a written resolution
Majorities are calculated on the total voting rights of all eligible members, not on the number of shareholders and not just on those who reply. On a written resolution each share normally carries one vote (s.284), unless the articles say otherwise.
| Type | Majority of total eligible voting rights | Common examples |
|---|---|---|
| Ordinary resolution | More than 50% (s.282(2)) | Authority to allot shares, approving a long director service contract |
| Special resolution | At least 75% (s.283(2)) | Changing the name, amending articles, disapplying pre-emption rights |
So if a shareholder holding 30% of the shares never replies, their silence counts against the resolution. A special resolution then needs every other shareholder to agree.
Can a written resolution be signed electronically?
Yes. Agreement can be given in hard copy or electronic form. An electronic signature, a signed PDF, or a platform such as DocuSign will meet the authentication requirement in s.1146 if it identifies the shareholder. A reply email can work too, provided it clearly identifies the resolution and states agreement.
To accept agreement electronically, the company must have provided an electronic address for the purpose, such as an email in the covering message. Under s.298, sending the resolution by email with an email address is treated as agreeing to receive replies there.
The 28-day lapse rule
A written resolution lapses if it has not passed by the end of 28 days beginning with the circulation date, unless the articles set a different period (s.297). Agreement received after the lapse date is ineffective. If the deadline is missed, the resolution must be recirculated from scratch.
Resolutions proposed by shareholders
Shareholders holding 5% of the total voting rights, or a lower figure if the articles allow, can require the company to circulate a resolution (s.292). They can add a statement of up to 1,000 words. The company must circulate it within 21 days of receiving enough requests (s.293).
The requesting shareholders must pay the circulation costs unless the company resolves otherwise, and may be asked for a deposit first (s.294). A resolution cannot be forced through if it would be ineffective, defamatory, frivolous or vexatious (s.292(2)).
What happens if you get the circulation wrong?
If the company fails to send the resolution to every eligible member, every officer in default commits a criminal offence punishable by a fine (s.291(5) and s.293(5)). The resolution itself remains valid if it passed (s.291(7)).
The bigger risk is often civil. A minority shareholder who was left out may argue the company’s affairs are being run in an unfairly prejudicial way and bring a petition under s.994. Our article on unfair prejudice petitions explains why these claims have no fixed time limit. Directors who exclude a shareholder may also breach their duty under s.172 to act fairly as between members.
Filing a Written Resolution at Companies House
Every special resolution must be filed at Companies House within 15 days of being passed (s.29 and s.30). So must certain ordinary resolutions, most commonly a s.551 authority for directors to allot shares, and any resolution the Act specifically requires to be filed. Failing to file is an offence by the company and every officer in default.
Some decisions also need a separate Companies House form. For example, an allotment needs form SH01 within one month, a name change needs form NM01, and new articles must be filed with the resolution. Board resolutions are not filed.
Keeping Records of Written Resolutions
The company must keep a copy of every written resolution for at least 10 years from the date it passed (s.355). Records can be kept on paper or electronically, at the registered office or the company’s single alternative inspection location. Shareholders can inspect them free of charge.
A well-kept minute book is the best evidence that decisions were properly made. That matters on a sale or investment, when the buyer’s lawyers will check that past share issues and article changes were validly approved. Our business startup legal guide covers other records founders should keep from day one.
Companies House Changes Affecting Filings in 2026
The written resolution procedure itself has not changed. The rules around who can file at Companies House are tightening under the Economic Crime and Corporate Transparency Act 2023.
- Director and PSC identity verification. Since 18 November 2025, new directors and persons with significant control must verify their identity. Existing directors and PSCs must do so by their next confirmation statement, with the 12-month transition ending in November 2026.
- Presenter verification and ACSP registration. Anyone filing documents, including resolutions, will need to be identity-verified or file through an Authorised Corporate Service Provider. In August 2026, Companies House pushed this back to no earlier than November 2027, with at least six months’ notice.
- Higher fees and stronger enforcement. Many filing fees rose from 1 February 2026, and Companies House now has wider powers to query and reject filings and to impose financial penalties.
In practice, check that whoever will file your resolutions is verified or using a registered agent well before the new requirement starts. Saracens files resolutions and forms for clients as part of our corporate law work.
Frequently Asked Questions / Questions & Answers
Does a written resolution need to be signed by all shareholders?
No. It passes once shareholders holding the required majority of total eligible voting rights have agreed: more than 50% for an ordinary resolution and at least 75% for a special resolution. Unanimity is only needed if the articles or a shareholders’ agreement require it.
How long does a written resolution last?
It lapses 28 days from the circulation date unless the articles set a different period. Any agreement received after that date has no effect.
Can a shareholder change their mind after signing?
No. Under s.296(3), agreement cannot be revoked once the company has received it.
Can a sole shareholder pass a written resolution?
Yes. A sole shareholder can sign a written resolution alone, and it passes on signature. The company must still keep a record and file it at Companies House where required.
Can a public company use a written resolution?
No. The statutory procedure is only available to private companies. A public company must take shareholder decisions at a general meeting.
Do written resolutions have to be filed at Companies House?
All special resolutions and some ordinary resolutions, such as a s.551 allotment authority, must be filed within 15 days. Routine ordinary resolutions and board resolutions are not filed.
Is there a written resolution template?
Templates exist, but they rarely reflect a company’s own articles, share classes or investor consent rights. A resolution drafted to fit your constitution reduces the risk of a later challenge.
Speak to a Company Law Solicitor
Saracens Solicitors advises private companies, founders and investors on shareholder decisions, articles of association and Companies House compliance. We can draft your written resolution, run the circulation process and file everything for you. Where a decision is contested, our dispute resolution team acts in shareholder disputes and unfair prejudice claims.
Call our London office on 020 3588 3500 or meet our team.
This article is general information about the law of England and Wales as at 7 October 2026. It is not legal advice.
