Some company decisions belong to the shareholders rather than the directors, and a shareholders written resolution template UK companies can use is how private companies get those decisions passed without calling a general meeting. A members' written resolution lets the shareholders of a private company agree something in writing, anything from adopting new articles to authorising the directors to allot shares, with the required majority signing rather than voting at a meeting. The Companies Act 2006 makes written resolutions available to private companies precisely so that routine and time-sensitive shareholder decisions do not need the formality of a general meeting. This guide explains what a UK shareholders' written resolution should cover and how to draft one from a vetted template in 99 Data Rooms, then circulate it to members for signature. It is general information, not legal advice.
The people who reach for this are founders, startups and company secretaries, companies with a manageable number of shareholders who need a clean way to pass members' resolutions as the business grows and raises money. Getting the document right matters because shareholder resolutions authorise significant things, and the wrong majority or a poorly expressed resolution can cast doubt on whether a decision was validly made. It is the members' counterpart to a board resolution, and the two often travel together with the board minutes that record the directors' side of the same decision.
What a UK shareholders' written resolution should cover
The first thing the resolution has to get right is whether it is an ordinary or a special resolution, because that determines the majority needed to pass it. Under the Companies Act 2006, an ordinary resolution is passed by a simple majority, more than 50%, of the eligible members, while a special resolution requires at least 75% (see Sources below). Certain decisions must be taken by special resolution (for example changing the company's name by resolution, altering the articles, or disapplying pre-emption rights), so the resolution must be the correct type for the decision, and it must state which it is. A template written for UK company law helps here by prompting the distinction rather than leaving it to guesswork.
The resolution should identify the company, state the decision clearly and in full, often setting out the exact wording to be agreed, such as the text of new articles or the specific authority being granted to the directors, and be expressed so there is no ambiguity about what members are approving. This is exactly the mechanism behind allotment authorities that back instruments such as a warrant agreement. Because it is a written resolution, it also needs to deal with the mechanics the Act sets out: the resolution is circulated to the members who are eligible to vote, and it is passed when the required majority have signified their agreement, usually within a specified period. The eligible members and the relevant date matter, so the resolution and the process around it should reflect them. It is also sensible to keep a clean record of who agreed and when the threshold was reached, because a resolution's validity can be questioned years later during a transaction, and a dated set of signatures is what lets you show it was properly passed without scrambling.
It is worth being honest about the limits. Not everything can be done by written resolution, the Companies Act excludes certain resolutions, such as removing a director before the end of their term, from the written-resolution procedure, so those still require a meeting. And where a decision is significant or contested, taking proper advice is sensible. Getting the resolution type, the wording and the process aligned is what makes the decision stick, which is why a vetted, UK-specific template earns its place. Timing matters too: the Act sets out a period within which a written resolution lapses if the required majority has not agreed, so a resolution left to drift can simply expire before it passes. This is general information, not legal advice.
How to draft one in 99 Data Rooms
In the 99 Data Rooms drafter, the "Legal Drafting" feature, the Shareholders' Written Resolution template sits in the "Corporate Governance" cluster of the template library, alongside Board Minutes and Board Resolution. It assembles the document the same dependable way as the rest of the library: the assistant selects vetted England and Wales content by ID from your answers rather than composing wording itself. Vetted content, assembled, framed around the Companies Act 2006, so the ordinary-versus-special distinction and the written-resolution mechanics are built in.
You can open the template or describe the decision in plain words, "special resolution to adopt new articles of association" or "ordinary resolution authorising the directors to allot shares", and the assistant assembles a resolution of the right type, with the decision stated clearly and space for members to signify agreement. It saves the draft free to keep. Treat it as a strong, current starting point that you complete for the actual decision; this is general information, not legal advice, and a significant resolution is worth a professional check.
From draft to a passed resolution, in one place
A shareholders' written resolution is passed by getting it in front of the members and collecting their agreement, so its journey is about controlled circulation and signature. Running that through 99 Data Rooms keeps it in one place rather than as an attachment emailed to a spread of shareholders, which is exactly the situation where the wrong version circulates or you lose track of who has agreed. Once drafted, you share the resolution with the eligible members as a tracked, revocable link, gated behind a verified email and a one-time code so only your shareholders can open it, which is appropriate given resolutions often concern share issues and other sensitive matters.
Page-by-page analytics show you which members have opened the resolution, with the honest split between a raw visit and a verified viewer who cleared the gate, useful when you are counting towards a 50% or 75% threshold and waiting on the last few. Because everyone works from the same link, you avoid version drift: if the resolution needs correcting before members sign, you swap the file behind the link rather than sending a fresh copy round. Members signify their agreement by signing in the browser without needing accounts, you can send a reminder to anyone outstanding, and the executed PDF returns with an audit certificate recording who signed, when, their IP, intent to sign, and a SHA-256 fingerprint, a clean, dated record of who agreed and when the majority was reached. Electronic signatures are admissible for most commercial documents in England and Wales, with exceptions such as deeds, wills, land transfers and lasting powers of attorney (see Sources below), general information, not legal advice. The signed resolution files itself in the room with the company's records, and access stays under your control. Drafted, circulated, tracked and signed, one document, never out of the company's hands.
Draft your shareholders' resolution for free
Draft a members' written resolution from a vetted England and Wales template in 99 Data Rooms, keep the draft, and circulate, track and sign it with your shareholders in the same place, with the ordinary-or-special distinction and the Companies Act mechanics handled from the start. The free tier is real, not a trial: three rooms, twenty-five active links, forever, no card. Start for free: it is in beta and improving fast, and the path from "the shareholders need to approve this" to a signed, filed resolution already runs end to end in one place.
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
What is the difference between an ordinary and a special resolution?
An ordinary resolution is passed by a simple majority, more than 50%, of eligible members, while a special resolution requires at least 75%. Certain decisions must be special resolutions, such as altering the articles or disapplying pre-emption rights. The resolution must be the correct type and say which it is. This is general information, not legal advice.
Can a private company pass shareholder decisions without a meeting?
Yes. The Companies Act 2006 allows private companies to pass members' resolutions in writing, circulated to eligible members and passed when the required majority agree. This avoids the formality of a general meeting for routine or time-sensitive decisions. Some resolutions are excluded from the procedure, so check the position.
Which decisions cannot be made by written resolution?
The Companies Act excludes certain resolutions from the written-resolution procedure, for example removing a director before the end of their term of office, which still require a meeting. So a written resolution is not available for everything. If in doubt, take advice; this is general information only.
How is a written resolution passed?
It is passed when members holding the required majority of the eligible voting rights have signified their agreement, usually within a set period. Recording who agreed and when the threshold was met matters, which is why a clean signing record helps. In 99 Data Rooms the audit certificate captures exactly that.
Can shareholders sign the resolution online?
Yes. The resolution flows into e-signature inside 99 Data Rooms, so members sign in the browser and you get an executed PDF with an audit certificate. E-signatures are admissible for most commercial documents in England and Wales, subject to the usual exceptions. General information, not legal advice.