An investor has agreed to release funds once the shareholders formally adopt a new set of articles, and the four shareholders are scattered across three time zones with no realistic way to get everyone into a room this week. A shareholders' written resolution is not a negotiated contract either. It is the record that the members of the company agreed something, so the whole job is stating the decision correctly, classifying it as ordinary or special, and proving who agreed and when. You draft one with AI by describing the decision in plain words and letting a clause-assembly drafter build the wording and the majority classification the Companies Act 2006 requires.
> Quick answer: A clause-assembly drafter classifies the decision as ordinary, a simple majority over 50%, or special, at least 75%, states the exact wording being agreed, and builds in the circulation and signature-tracking structure the Companies Act 2006 sets out for written resolutions. It does not invent the underlying decision. That comes from the shareholders. It assembles the surrounding mechanics so the resolution is unambiguously valid once the required majority has signed.
Why classifying the resolution correctly matters more than drafting it quickly
Getting the majority threshold wrong is not a stylistic slip. Certain decisions are special resolutions by law, and a resolution passed on the wrong basis is vulnerable to challenge regardless of how quickly it was produced.
| What the resolution needs | Risk of getting it wrong by hand under time pressure | What a structured drafter checks for |
|---|---|---|
| Correct ordinary or special classification | Assuming ordinary when the law actually requires special | A prompt that flags decisions like altering articles as requiring special status |
| Precise wording of the decision | Vague paraphrasing that different shareholders read differently | A field requiring the exact text being agreed, such as the new articles |
| A signed record within the statutory time limit | A resolution left to drift and lapsing unnoticed | A structure that highlights the circulation date and the window to collect signatures |
| Proof of who agreed and when the majority was reached | No dated log of individual signatures | Signature tracking against the required threshold as it happens |
A resolution rushed out without the correct classification is a resolution an investor's lawyers can pick apart later during exactly the funding round it was meant to unblock. Our shareholders' written resolution explainer covers the ordinary-versus-special distinction and a full worked example of a share allotment authorised this way.
Assembling the mechanics versus a chatbot guessing at company law
A general-purpose chatbot asked to draft a shareholders' resolution will produce fluent wording, but it has no fixed way of knowing whether your specific decision, adopting new articles, disapplying pre-emption rights, requires a special majority by law. It may classify the resolution as ordinary simply because that reads as the more common case, without flagging the risk.
A clause-assembly drafter works differently. AI Legal Drafting in 99 Data Rooms selects the structural elements, majority classification, decision wording format, circulation and lapse mechanics, from a library framed around the Companies Act 2006, then asks you to describe the actual decision. It never invents the decision itself. Our assembled clauses versus invented ones guide covers the general distinction, and getting the majority classification right is exactly the kind of detail that separates a genuinely useful assembled draft from a fluent but risky generated one.
Inside the drafter: from a plain description to a resolution of the right type
The Shareholders' Written Resolution template sits in the Corporate Governance group of the template library, alongside Board Minutes and the Board Resolution. Describe the decision in plain words, for example a special resolution to adopt new articles of association ahead of a funding round, and the assistant builds a resolution of the correct type, with the decision stated in full and space for members to signify agreement.
It assembles the draft in a couple of minutes. Have a significant resolution, one tied to a funding round or a change to the articles, checked professionally before it is circulated, since the underlying decision itself still deserves proper review even where the drafting mechanics are handled.
A worked example: three time zones, one investor deadline
The four shareholders are in London, Singapore and two different US cities, and the investor has said funds release once the new articles are formally adopted, a special resolution requiring at least 75% agreement. The company secretary drafts the resolution with the exact text of the new articles attached, and it goes out to all four members on the same day. Two sign within hours, the third by the next morning, and the fourth, waking up several hours behind the rest, signs before the day is out. The company secretary can see exactly who has agreed and when the 75% threshold was actually reached, without a single email thread trying to track four different time zones by hand, and the dated record is what goes to the investor as proof the resolution passed properly.
From a drafted resolution to a passed one, with a dated signing record
Once the wording is confirmed, share the resolution as a tracked, revocable link, gated behind a verified email and a one-time code so only eligible members can open it, appropriate given resolutions often concern share issues and other sensitive matters. Page-by-page analytics show which members have opened it, useful when you are counting toward a 50% or 75% threshold across shareholders in different time zones and need to know who is still outstanding.
If the resolution needs correcting before signing, swap the file behind the same link rather than sending a fresh copy round to a scattered shareholder base. Members signify agreement by signing in the browser without needing an account, you can send a reminder to anyone outstanding, and the executed PDF returns with an audit certificate recording who signed, their IP, intent to sign, timestamps and a SHA-256 fingerprint, a clean, dated record of exactly when the majority was reached. Electronic signatures are admissible for most commercial documents in England and Wales, with exceptions including deeds and land transfers. This is general information, not legal advice. The signed resolution files itself in the room with the company's records.
What to check before the resolution goes to shareholders
Before circulation, check whether the decision legally requires an ordinary or a special resolution, confirm the exact wording matches what was actually agreed, note the circulation date so you can track the statutory window before the resolution lapses, and keep a running record of who has signed as agreement comes in rather than reconstructing it after the fact.
Frequently asked questions
Can AI tell me whether a decision needs an ordinary or a special resolution?
A clause-assembly drafter is built to flag decisions the Companies Act 2006 requires to be special, such as altering the articles or disapplying pre-emption rights, and classify the resolution accordingly. It is still worth confirming this against your specific decision, especially anything unusual, before relying on it.
Does a written resolution avoid the need for a shareholders' meeting entirely?
For most routine and time-sensitive decisions, yes, provided the decision is not one the Companies Act excludes from the written procedure, such as removing a director before the end of their term. Those excluded decisions still require a meeting regardless of how the resolution is drafted.
What happens if the resolution is not signed within the statutory time limit?
It lapses if the required majority has not agreed within the period the Act sets out, and a lapsed resolution has to be recirculated from scratch. Tracking signatures against the threshold as they arrive is the practical way to catch this before the deadline passes.
Can shareholders in different time zones sign the same resolution?
Yes. Each member signs in the browser wherever they are, and the platform tracks who has agreed against the required majority as signatures arrive, which is the specific problem a resolution circulated by email struggles to solve cleanly.
How much drafting is included on each plan?
The AI drafter starts on Pro at £19 a month, with three drafted documents a month as PDF; Business raises that to twenty-five a month with Word export. The free tier gives three rooms and twenty-five active links, forever, no card, for gating and sharing documents once they exist - it does not include the drafter or e-signatures. Three resolutions a month fit inside a Pro month; a funding round generating more is a Business month.
Draft your shareholders' resolution with AI
Assemble a members' written resolution with the ordinary-or-special classification and the Companies Act mechanics handled from the start, then circulate, track and sign it with shareholders wherever they are. The free tier is real: three rooms and twenty-five active links, forever, no card; the AI drafter and e-signature start on Pro at £19 a month. Start for free and get the resolution in front of shareholders before the investor's deadline. The decision is often paired with a director-level resolution too, see drafting a board resolution with AI, and if the same meeting produced minutes as well, see drafting board minutes with AI. Once passed, keeping the signed resolution alongside the company's other records means it is found instantly during the next round of diligence.
Sources
- Ordinary resolution passed by a simple majority (more than 50%): Companies Act 2006, s.282, https://www.legislation.gov.uk/ukpga/2006/46/section/282
- Special resolution requiring at least 75%: Companies Act 2006, s.283, https://www.legislation.gov.uk/ukpga/2006/46/section/283
- Written resolutions of private companies, eligible members, circulation and lapse: Companies Act 2006, Part 13, Chapter 2, https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/2
- Electronic signatures and execution of documents in England and Wales: Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82