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Glossary

Written resolution

Also called: members' written resolution, ordinary resolution, special resolution

A decision of a private company's members made in writing instead of at a meeting, which passes once enough of the eligible members' votes have agreed to it.

Written resolutions suit small blocks, where getting everyone to a meeting is hard.

How many votes are needed

Thresholds are counted against all the eligible members' votes, not just those who reply:

  • Ordinary resolution: more than half of the total voting rights (s.282).
  • Special resolution: at least 75% (s.283).

So in an eight-flat RTM company with one vote per flat, an ordinary written resolution needs five "yes" votes, even if only five members reply.

Time limit

A written resolution lapses if it hasn't passed within 28 days of being circulated, unless the articles set a different period (s.297).

What it can't be used for

Removing a director or an auditor before the end of their term needs a meeting (s.288(2)).

Check your articles for how votes are counted. In RTM companies, for example, votes are usually per flat, and landlords' votes are capped.

Related terms

Guides that use this term

Sources

  1. Companies Act 2006, s.288 (written resolutions of private companies)
  2. Companies Act 2006, s.282 (ordinary resolutions)
  3. Companies Act 2006, s.283 (special resolutions)
  4. Companies Act 2006, s.297 (period for agreeing to written resolution)

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