MAKE YOUR FREE Shareholder resolution

Make a shareholder resolution for shareholders who vote on ordinary or special resolutions.

Recently reviewed by Adnan Mahmood, Solicitor and Head of Legal, UK.

This Shareholder resolution was last reviewed on 12 January 2023.

Shareholder resolutions set out the ordinary and/or special resolutions that company shareholders are to vote on. Use this shareholder resolution to either:

• notify shareholders of a general meeting at which they are to vote on certain resolutions, or

• ask shareholders to vote on certain resolutions via written resolution

Use this shareholder resolution template:

• if you are a private limited company registered in England, Wales or Scotland

• to ask shareholders to vote on certain ordinary resolutions, including to:

  • appoint a new company director

  • propose a loan to a company director

  • approve a director’s service contract for a length greater than 2 years

• to ask shareholders to vote on certain special resolutions, including to:

  • adopt entirely new articles of association

  • remove an article from the company’s existing articles of association

  • replace an article in the company’s existing articles of association

  • insert a new article into the company’s existing articles of association

  • change the name of the company

• to ask shareholders to vote at a general meeting or via written resolution

This member resolution template covers:

• the company’s details

• where applicable, details of the general meeting (when and where it will take place and if it can be attended virtually)

• the proposed ordinary resolution(s)

• the proposed special resolution(s)

• explanatory notes for shareholders

Resolutions are formal, legally binding decisions reached by the shareholders of a company. Resolutions must be passed in accordance with the law (eg the Companies Act 2006) and the company’s Articles of association. Using a shareholder resolution helps ensure that the correct process for passing such resolutions is followed. Always check your articles of association before passing a shareholder resolution to make sure you comply with any artcile-specific requirements.

A general meeting is a meeting of the company shareholders. General meetings may take place annually (known as ‘annual general meetings’) or for non-routine purposes, for the shareholders to meet and vote on proposed resolutions.

This shareholder resolution can be used as a notice of a general meeting, to call a general meeting and ask the shareholders to vote on the proposed resolution(s). A copy of the notice must be provided to all: 

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

• directors

• auditors

For more information on general meetings, including how they can be called, read General meetings.

While shareholders may pass decisions at general meetings they can also pass certain decisions in writing, using a written resolution, without calling a meeting. This process involves circulating a written resolution amongst all shareholders entitled to vote (ie who own voting shares at the time of circulation). The written resolution will pass when the necessary threshold for the resolution is met.

Certain resolutions cannot be passed as written resolutions, including removing a director from office before the end of their contract.

For more information, read Written resolutions.

An ordinary resolution requires a simple majority (ie more than 50%) of shareholders to agree. Ordinary resolutions are generally used for routine changes.

At a general meeting, an ordinary resolution can be voted on by a show of hands. If more than 50% of the shareholders present at the meeting vote in favour of the resolution, it will pass. Shareholders can also request a poll vote at a general meeting. Here, shareholders have one vote per voting share they hold. For more information on poll votes, Ask a lawyer.

For written resolutions, each shareholder has one vote per voting share they hold. An ordinary resolution contained in a written resolution will only pass if shareholders holding more than 50% of the total voting rights of all shareholders vote in favour of the resolution. In other words, an ordinary resolution will only pass if more than 50% of all voting shares approve the resolution.

For more information on ordinary resolutions, read Company resolutions.

A special resolution requires at least 75% of shareholders to agree. Special resolutions are typically used for important decisions or decisions affecting the constitution of a company.

Special resolutions are passed in the same manner as ordinary resolutions, apart from the fact that the threshold is (at least) 75% instead of 50%.

It’s important to note that a company’s articles of association may require a higher threshold (eg 90%) for special resolutions to pass. 

For more information on special resolutions, read Company resolutions.

Shareholders can attend a general meeting in person or virtually (if this is allowed in the articles of association).

If the meeting can be attended virtually, the notice of the general meeting should include a link to the meeting. If a meeting identification number is required to gain access to the virtual meeting, this should also be provided.

If shareholders cannot attend a general meeting, they can appoint a proxy. A proxy is someone who votes on the shareholder’s behalf if they cannot attend the meeting. To appoint a proxy, a shareholder must submit and lodge a printed and signed proxy notice with the company: 

• stating their name and address

• identifying the person appointed to act as a proxy, and

• identifying the general meeting in relation to which the proxy is appointed

The company’s articles of association should specify when a proxy notice must be submitted to and lodged with the company to be deemed valid. However, the articles may not require that a proxy notice is submitted:

• more than 48 hours before the meeting, or

• 24 hours before the time of the poll, in the case of a poll taken more than 48 hours after it was demanded by shareholders

Copies of the written resolution should be made available (ie circulated) to all eligible shareholders (ie those who own shares allowing them to vote at the time of circulation). 

The written resolution should either be circulated to all shareholders at the same time (so far as reasonably practical) or by submitting the same copy to each shareholder in turn (provided that it is possible to do so without undue delay). For more information, read Written resolutions.

Shareholders vote on the resolution(s) set out in a written resolution by signing the written resolution and returning it to the company. Shareholders who agree to the proposed resolution(s) should sign the written resolution and return it to the company before the lapse date specified in the document. Those who do not agree with the proposed resolution(s) do not need to return the written resolution.

If this written resolution sets out multiple resolutions, the shareholders can either accept or reject all resolutions. 

For a shareholder’s vote to be counted, the signed written resolution must be received by the company on or before the lapse date specified in the written resolution. The company’s articles of association may specify a specific lapse date or lapse period. If they do not, the written resolution will lapse (ie become invalid) at the end of the 28-day period beginning on the circulation date. For example, if a written resolution is circulated on 2 March, it would lapse at the end of 29 March.

For more information, read Written resolutions.

Ask a lawyer if:

• your company is not a private company limited by shares (eg it's a public company)

• you require a proxy notice

• someone will be signing the written resolution on behalf of a shareholder (eg under a power of attorney)

• shareholders should be able to vote separately on each resolution set out in the written resolution

• you require more detailed security measures for shareholders attending a general meeting virtually

• you are unsure about what type of resolution you want to pass

• this document doesn’t meet your specific requirements

This shareholder resolution complies with the laws of England, Wales and Scotland.