What is a company resolution?

A company resolution is an official record of the decision of the directors or members of a company.

Once a resolution is passed, the company is bound by it. If a majority is not reached, then a resolution has not been made.

What kind of resolutions can be made?

Under the Companies Act, there are two categories to which resolutions can be assigned

The first centres on fixed issues that cannot be altered, such as the requirements for appointing a director or matters to be recorded at Companies House, among others.

The second revolves around issues that can be changed and which are generally accepted as suggestions, rather than hard facts.

These can deal with topics including ideas for how directors and shareholders run the company.

While the resolutions set out under the first category are subject to the Companies Act, those set out in the second category are merely enforced under the company’s own rules.

What are the benefits of resolutions?

Recording company resolutions in minutes is a positive way of sharing company procedure across the board and ensuring everyone is working towards the same goal.

How is a resolution made?

The company’s articles of association set out the way a vote on a resolution is conducted during a general meeting or a meeting of class members.

Typically a vote is taken by a show of hands, but any member can demand a poll unless company policy states otherwise.

Although the vote is not counted, the resolution is only passed when the chairman declares a majority vote in favour of the resolution.

Company members, and where relevant auditors, must be given notice of the intention to propose a resolution.

Must they be submitted to Companies House?

Company resolutions must be submitted to Companies House in print form, or via an approved Companies House form, within 15 days of being passed.

What other types of resolutions are there?

There is a number of different kinds of company resolutions which include:

  • Director’s resolutions: These are only used by directors at board meetings and they must be filed at Companies House. There are certain criteria that make up this sort of resolution but it includes a change in company and a move by directors to convert the old public company into a plc.
  • Ordinary resolutions: These are standard resolutions that are used for all issues unless the Companies Act or the firm’s articles of association need to implement another type of resolution.
  • Extraordinary resolution: As the title suggests, these are more uncommon types of resolutions that must be passed by a minimum 75 per cent majority vote. An instance where this kind of resolution might be relevant is for changing the rights of classes of shareholders.
  • Special resolutions: Similarly, these require a 75 per cent majority vote and deal with important issues that include changes to articles of association.
  • Elective resolutions: These apply to private companies only and are limited to five specific purposes.
  • Written resolutions: These may be proposed by the director or members and no prior notice nor a meeting is required. They apply to private companies who must issue a copy of the resolution in print form or electronically to every eligible member.
  • Class resolution: This applies to company resolutions proposed that will affect only one class of share and they can be obtained in writing or by passing an extraordinary resolution at another class meeting.
  • Shareholder resolution: These are required when resolutions are proposed by shareholders and are due to be moved at an annual general meeting if a certain amount of members request it.

Any companies wishing to save time making resolutions should consider downloading Lawpack’s Ready-Made Company Minutes & Company Resolutions ebook, which includes all the templates a limited company needs.

This book of templates has been updated to include reforms made to the Companies Act 2006.

Other information