Before drafting a shareholders' written resolution, the first thing to settle is not the wording but the maths: how many members actually have to agree, and as of which date their agreement is measured. This article covers the ordinary and special resolution thresholds under the Companies Act 2006, which decisions need which, how the majority is actually calculated when a resolution is passed in writing rather than at a meeting, and what the eligibility date means in practice. It does not repeat our shareholders' written resolution template guide, which covers what the document should contain rather than the arithmetic behind it.
> Quick answer: An ordinary resolution needs a simple majority, more than 50 per cent, of the votes of eligible members. A special resolution needs at least 75 per cent. Some decisions, such as altering the articles or disapplying pre-emption rights, must be special resolutions by law. For a written resolution, the majority is worked out from the votes of members who were entitled to vote on the circulation date, called the eligibility date, not from members who join or leave afterward, and the resolution lapses if that majority is not reached within the period the articles or the Act allow.
Ordinary versus special, and why the distinction matters
Section 282 of the Companies Act 2006 sets the ordinary resolution threshold at a simple majority, meaning more than 50 per cent of the votes cast by eligible members. Section 283 sets the special resolution threshold at not less than 75 per cent. The gap between the two is deliberate. An ordinary resolution suits routine, reversible decisions, appointing a director or approving certain related-party matters, where a straightforward majority reflects the ordinary run of shareholder business. A special resolution is reserved for changes that reshape the company's constitution or its members' rights in a more permanent way, and the higher threshold exists specifically to stop a bare majority from making those changes unilaterally.
Certain decisions must be taken as a special resolution regardless of what the company might prefer. Altering the articles of association, changing the company's name by resolution, and disapplying statutory pre-emption rights on a share issue are common examples that require the 75 per cent threshold by law. Before drafting any resolution, check which category the specific decision falls into, since using the wrong resolution type does not simply risk a technical objection, it can mean the decision was never validly passed at all.
How the majority is worked out on a written resolution
When a decision is taken at a general meeting, the majority is calculated from votes cast by members present or voting by proxy on the day. A written resolution works differently, because there is no single meeting date to anchor the calculation. Instead, the Companies Act fixes eligibility to a specific point: the members entitled to vote are those who held that entitlement on the circulation date of the resolution, meaning the day copies of it were first sent or submitted to members. If copies go out on different days to different members, the earliest of those days is the one that counts.
This eligibility date matters more than it might first appear. A person who becomes a shareholder after the circulation date, perhaps through a share transfer completed the following week, is not an eligible member for that resolution, however clearly they might otherwise be entitled to vote on company matters generally. Equally, someone who held shares on the circulation date but sold them the next day is still counted as eligible for that resolution, since eligibility is fixed at that single point rather than tracked continuously. Get this wrong, by circulating on one date and then treating a later share movement as changing who counts, and the resolution's validity becomes genuinely open to challenge.
The resolution can lapse before it passes
A written resolution is not open indefinitely. Under section 297 of the Companies Act 2006, a proposed written resolution lapses if it has not been passed before the end of the period specified in the company's articles, or, where the articles say nothing, the period of 28 days beginning with the circulation date. Any member's agreement signified after that period has expired is simply ineffective, even if the required majority would otherwise have been reached. This is a real practical trap for a resolution that is circulated and then left to drift while a slow-moving shareholder decides whether to sign. Track the deadline from day one, not from whenever someone remembers to check whether enough signatures are in.
What the resolution needs to say clearly
Whichever threshold applies, the resolution itself needs to state which type it is and set out the decision in full, precise wording, often the exact text of new articles or the specific authority being granted to directors, rather than a loose summary of the intent. This precision matters because the resolution, once passed, becomes the definitive record of exactly what the members agreed. A resolution that is vague about its own scope creates the same kind of doubt later that an unclear board resolution does, covered in our companion guide on when directors can decide by written resolution instead of a meeting.
Ordinary and special resolutions at a glance
| Feature | Ordinary resolution | Special resolution |
|---|---|---|
| Majority required | More than 50 per cent | At least 75 per cent |
| Statutory basis | Companies Act 2006, s.282 | Companies Act 2006, s.283 |
| Typical use | Appointing directors, routine approvals | Altering articles, changing the company name, disapplying pre-emption rights |
| Eligibility for a written resolution | Fixed at the circulation date | Fixed at the circulation date |
| Lapse period if not specified in articles | 28 days from circulation | 28 days from circulation |
Not every decision can be taken this way
The written resolution procedure is not available for every shareholder decision. Certain resolutions are excluded from it by the Companies Act, removing a director before the end of their term of office being a common example, which still requires a general meeting regardless of how straightforward the outcome might seem. Before assuming a decision can simply be circulated for signature, check whether it falls into one of these excluded categories, since drafting a written resolution for a decision the Act reserves for a meeting produces a document with no legal effect however many members sign it.
Working out the threshold before drafting
Inside 99 Data Rooms, the Shareholders' Written Resolution template sits in the Corporate Governance group of the template library, alongside Board Minutes and the Board Resolution. The assistant assembles the document from vetted content matched to your answers, framed around the Companies Act 2006, rather than generating new legal wording from scratch, and it prompts for whether the decision needs an ordinary or special resolution rather than leaving that classification to guesswork. Describe the decision in plain words, such as "special resolution to adopt new articles" or "ordinary resolution appointing a director," and the assistant builds a resolution of the correct type with the eligibility and majority mechanics built into the structure. See our companion guide on drafting a shareholders' written resolution with AI for the full walk-through. This is general information, not legal advice, and a significant resolution is still worth checking with a qualified adviser before it is circulated.
Circulating to the right members and tracking the majority
Because eligibility is fixed at the circulation date, knowing exactly when the resolution went out, and to whom, is not a detail to leave loose, since our companion piece on what happens if you miss a shareholder off a written resolution covers just how much damage an incomplete circulation list can do. Share the resolution as a tracked, revocable link, gated behind a verified email and a one-time code, so there is a clear, dated record of when each member actually received it. Page-by-page analytics show which members have opened the resolution, useful when you are counting toward a 50 or 75 per cent threshold and need to see exactly how close the required majority is before the lapse period runs out.
Members signify agreement by signing in the browser without needing an account, and you can send a reminder to anyone outstanding as the deadline approaches. The executed record returns with an audit certificate recording who signed, when, their IP, intent to sign and a SHA-256 fingerprint, giving 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, wills, land transfers and lasting powers of attorney. This is general information, not legal advice. The signed resolution then files itself in the room with the company's other governance records, ready for the moment a due diligence request list asks to see exactly how and when it was passed.
This article is written for private companies incorporated in England and Wales, where the Companies Act 2006 sets the ordinary and special resolution thresholds described above. Scotland and Northern Ireland companies sit under the same Act, but if your company is incorporated outside the United Kingdom entirely, these specific thresholds will not apply, and you should check your own jurisdiction's equivalent majority requirements for shareholder decisions.
Frequently asked questions
What majority does an ordinary resolution need?
More than 50 per cent of the votes of eligible members, under section 282 of the Companies Act 2006. It is the default threshold for routine shareholder decisions that do not have a specific statutory requirement for a higher majority.
What majority does a special resolution need?
At least 75 per cent of the votes of eligible members, under section 283 of the Companies Act 2006. Decisions such as altering the articles, changing the company name, or disapplying pre-emption rights must be passed as special resolutions.
What is the eligibility date for a written resolution?
The circulation date, meaning the day copies of the resolution were first sent or submitted to members. Members entitled to vote are fixed as of that date, regardless of share transfers that happen before or after signatures are actually collected.
Can a written resolution expire before it passes?
Yes. Under section 297 of the Companies Act 2006, a written resolution lapses if it has not been passed within the period the articles specify, or 28 days from the circulation date if the articles are silent. Agreement signified after that period is ineffective.
Can every shareholder decision be made by written resolution?
No. Some resolutions are excluded from the written procedure by the Companies Act, removing a director before the end of their term being a common example, and those still require a general meeting regardless of how uncontroversial the outcome might be.
Get the majority and the paperwork right
Draft a members' written resolution from a vetted England and Wales template that prompts for the correct ordinary or special threshold, then circulate, track and sign it with your shareholders in one place. The free tier gives three rooms and twenty-five active links, forever, with no card required; the AI drafter and e-signature start on Pro at £19 a month. Start for free and keep the eligibility date, the circulation record and the signatures all in one dated file.
This article is general information, not legal advice. Verify anything critical, particularly which resolution type a specific decision requires, with a qualified adviser.
Sources
- Ordinary resolution, simple majority: Companies Act 2006, s.282, https://www.legislation.gov.uk/ukpga/2006/46/section/282
- Special resolution, at least 75 per cent: Companies Act 2006, s.283, https://www.legislation.gov.uk/ukpga/2006/46/section/283
- Eligible members and the circulation date: Companies Act 2006, s.289 and s.290, https://www.legislation.gov.uk/ukpga/2006/46/section/289 and https://www.legislation.gov.uk/ukpga/2006/46/section/290
- Lapse of a written resolution not passed within the period allowed: Companies Act 2006, s.297, https://www.legislation.gov.uk/ukpga/2006/46/section/297
- Written resolutions of private companies, 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