Written resolution


20 minutes to complete

For companies wanting to pass a members’ resolution without holding a general meeting.

Is this right for me?

This document is right for your organisation if:

  • It is a company or community interest company ("CIC") registered in England and Wales; and
  • You want members to pass a written resolution, rather than calling a general meeting.

This document is not right for your organisation if:

  • It is not a company or CIC registered in England and Wales;
  • It is a public company or a traded company under the Companies Act (broadly a company whose shares are traded on a stock exchange in the EEA);
  • You want to use the resolution to remove a director or an auditor (usually this must be done at a meeting); or
  • You want members to be able to agree to this written resolution by email without having to scan the signed copy of the resolution to the company.

We provide suggested wording for common resolutions here. If you wish to include other resolutions and want help drafting these or should you wish to have advice on your company's particular circumstances and the terms of its articles of association, please contact Bates Wells at getlegal@bateswells.co.uk or 020 7551 7777 and a member of our legal team will be able to give an estimate for providing bespoke advice.

What you'll need…

What do I need before I start?

You should have a copy of your company's articles of association to hand. You will also need to know the following information. There will be information provided throughout the questionnaire to help you answer the questions:

  • Your company’s full name;
  • Your company number;
  • The date on which you are circulating the resolution to members;
  • Your company’s registered office address;
  • Other contact information for people returning the written resolution eg to a different address, by fax or email (if you choose these as options);
  • You will need to know the exact wording of the resolutions you wish to pass and whether they are ordinary or special resolutions. We have some suggested wording for the resolutions. You may use our suggested wording, or adapt it; and
  • If your company is a charity and you are changing the objects clause, trustee benefit provisions, indemnity or winding up clause – you need to get the consent of the Charity Commission to these changes first.

Remember: If you don’t have everything you need you can make a start, save the information and return to complete the form another time.


Q: What is the process?
A: Once you have logged in and paid for the form you will be asked a series of questions. These questions help us to create exactly the right document for you. There is lots of information to help you. Once you have finished the document it will be emailed to you with more instructions about what to do next.

Q: What if I don’t have time to complete the form?
A: If you don’t have all the information you need or if you get interrupted you can save the information you have inputted and return to the document later.

Q: What if I want more information about members meetings and written resolutions?
A: You may find some of the other resources on Bates Wells Get Legal helpful, such as the BWB Get Legal guide to running a charitable company limited by guarantee. If you would like more specific advice on written resolutions or any other legal issue, please contact Bates Wells at getlegal@bateswells.co.uk or 020 7551 7777 and a member of our legal team will be able to give an estimate for providing bespoke advice.

How it Works

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    Select a legal document you need from our library.

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    Answer some simple questions on your organisation.

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    Your customised PDF document is emailed to you.