Written resolutions for UK startups: making decisions without a meeting

Getting every director and shareholder together for a formal meeting can feel needlessly heavy for a small startup. When a decision is straightforward and everyone agrees, a written resolution lets you go from proposal to passed in a fraction of the time.

This guide explains when you can use a written resolution, how to prepare one, and what comes afterwards. It isn’t legal advice – if you aren’t sure whether a decision needs a written or a physical meeting resolution, speak to your solicitor.

What is a written resolution

A written resolution is a company decision that is proposed and agreed in writing, rather than at a general meeting. For private limited companies in the UK, the Companies Act 2006 allows both directors and shareholders to use this route for most decisions, provided the correct procedure is followed.

There are two types of shareholder resolution you might pass in writing:

• Ordinary resolution – needs a simple majority (more than50% of eligible votes). Used for routine matters like appointing a director, approving a contract, or authorising a new share issue where the articles give directors that power.
• Special resolution – needs at least75% of eligible votes. Required for more significant changes, such as amending the articles of association, changing the company name, or disapplying pre-emption rights on a share issue.

Directors also commonly take decisions via written resolution; the board’s internal rules (usually set out in the articles) will confirm whether a written directors’ resolution is allowed. Many model articles permit this.

When a written resolution is useful

Startups often reach for a written resolution when:

• All shareholders or directors already agree and there’s no need for a discussion.
• The decision is time-sensitive – for example, authorising a new hire urgently.
• The team is remote and scheduling a meeting would add delay.
• You’re preparing for investment, and you need to tidy up previous director or shareholder approvals that were done informally by email or chat.

Written resolutions aren’t suitable for decisions under the Companies Act that specifically require a meeting, such as removing a director before their term expires (which involves a statutory notice procedure). In those cases, you’ll need to hold a general meeting.

The legal framework

Part13 of the Companies Act2006 covers written resolutions for private companies. The key rules:

• Shareholder resolutions: may be proposed by the directors or by shareholders holding at least5% of voting rights. Once proposed, the company must circulate the resolution to every eligible member.
• The circulation deadline: there’s no statutory deadline for proposing a shareholder written resolution, but it must be sent to members in a way that lets them respond before any stated end date. The company has a duty to circulate the resolution and any accompanying statement, provided the proposal is not defamatory, frivolous, or vexatious.
• Signing: each member signs a document recording their agreement. You can circulate separate copies of the same resolution and collect signatures individually.
• Lapse: if the resolution isn’t passed by the required majority within a set period (often28 days from circulation, or the date stated on the document), it lapses automatically. For ordinary resolutions, all eligible members must be sent the resolution; special resolutions need the same75% passing threshold but otherwise follow the same procedure.

For directors’ written resolutions, the company’s articles typically state that a decision is taken when all eligible directors have agreed in writing (or following a majority, if the articles allow). Check your articles to confirm the exact threshold.

How to prepare a written resolution

A clear, self-contained document avoids later confusion. Include:

• Company name, number, and registered office.
• Type of resolution: ordinary or special (for shareholders) or board resolution (for directors).
• Full text of the proposal: write in plain language, setting out exactly what is being decided. For example, “That the company appoints Jane Doe as a director with efect from[date].” For special resolutions, begin with “That…”, and you’ll also need to state “as a special resolution” in the document.
• Date of circulation.
• Response deadline.
• Signing section: a space for the member’s or director’s signature, printed name, and date.

You can include a brief explanatory note, especialy for special resolutions where shareholders may want context. Keep the resolution itself clean – the note is not part of the formal decision.

Collecting signatures

You don’t need wet-ink signatures. Electronic signatures are generally valid for company resolutions, provided you can show evidence of the signer’s identity and intent. Many startups circulate a PDF copy and collect email approvals, then compile a single final document showing all signatures. For a shareholders’ written resolution, every member who is eligible to vote must be given the opportunity to sign, even if they abstain. If a member doesn’t respond, they are counted as not voting, not a “no” – but their silence doesn’t block the resolution, as long as the required majority of those who do sign is reached.

What to file at Companies House

Not every written resolution needs to be filed. Special resolutions must be sent to Companies House within15 days of being passed. Ordinary resolutions rarely need filing, except for certain decisions like the giving of share capital authority in limited circumstances (always check the specific requirement).

When you file, use form CC04 for special resolutions. Keep a copy of the signed resolution in your statutory registers.

Common pitfalls

• Using the wrong threshold. Passing a special resolution as ordinary will be invalid. Double-check the Companies Act or your solicitor to confirm which type applies.
• Forgetting to circulate to all members. Missing one shareholder, even if they hold a tiny percentage, can invalidate the resolution.
• Accepting a lower bar for directors. If your articles require unanimity for directors’ written resolutions, a majority vote won’t suffice; the decision could be challenged.
• Poor record-keeping. After passing, store the signed resolution in your company’s minute book or document hub. This evidence is essential for later diligence, investment rounds, or audits.

When to get help

If the resolution involves changes to share rights, complex governance, or could face dissent, take legal advice. A solicitor can confirm the correct procedure and wording, saving you from having to redo the paperwork months later when an investor asks to see your cap table history.

Written resolutions are a practical tool for small teams. With a modest template and a disciplined process, you can pass most day-to-day decisions without ever clearing the calendar for a meeting.