A resolution set out in a written resolution is passed when the requisite percentage of total voting rights vote in favour of it. The percentage depends on the type of resolution being passed:
an ordinary resolution passes if shareholders holding a simple majority (ie more than 50%) of the company’s total voting rights approve the resolution (ie vote in its favour)
a special resolution passes if shareholders holding at least 75% of the company’s total voting rights approve the resolution
As a company’s articles may stipulate a higher percentage for special resolutions, it is important to check the articles before asking shareholders to vote on a written resolution.
Note that if certain resolutions are passed (eg a special resolution), Companies House must be notified within 15 days.
For more information, read Company resolutions.
What about multiple resolutions?
A written resolution may set out multiple resolutions (including multiple ordinary and special resolutions) in one document. Where this is the case, the voting process needs to be considered.
Typically, a written resolution will provide shareholders with only one voting option. This means that a shareholder can either accept or reject all resolutions.
However, this can cause difficulties as resolutions proposed in a written resolution can be passed when the relevant percentage of agreement is reached. For example, if a written resolution proposes both an ordinary and a special resolution, the ordinary resolution may receive the necessary approval percentage, while the special resolution does not. If this causes issues, alternatives may need to be considered, including:
Alternatively, it may be best for shareholders to be able to vote separately on each resolution.