Shareholder Resolutions

What is a shareholder resolution?

There are two types of shareholder resolution. An ordinary resolution is passed by the votes of a simple majority. A special resolution requires 75% of the votes. A resolution is required in circumstances that are significant enough that the directors do not make the decision alone. A special resolution is reserved for particularly important matters.

Are shareholder resolutions binding?

A resolution is legally binding upon the company once it has been passed. Written notification of a passed resolution should be sent to all shareholders. Where a special resolution is passed this must be filed with Companies House.

When are shareholder resolutions required?

A special resolution will be required for particularly onerous decisions, including a change of the company’s name, reduction in share capital, issuing of more shares, issuing of shares of different classes, changing whether a company is public or private, amending articles of association, removal of pre-emption rights, re-registration of a company or putting the company into voluntary liquidation.

How do you file a shareholder resolutions?

To give notice of a special resolution to Companies House, a simple document should be completed referring to the Companies Act 2006, giving the company’s name and number and setting out in full the new special resolution. This should then be sent to Companies House for filing.

Who can sign a shareholder resolution?

A special resolution should be signed by the chairman.

Need help from an expert shareholder lawyer?

Submit your enquiry to Lexoo and who can help draft your agreement or help with any related issues.