A template written special resolution of the members (shareholders) of a UK private company under the Companies Act 2006. The form can be adapted for any matter requiring a special resolution. Note: dormant status is not established by special resolution; a company is dormant because it has had no significant accounting transactions in the relevant period (s 1169); this is a factual matter, not something created by member approval.
How to use this template, read this first - Replace every
[SQUARE-BRACKET]field before use. - A special resolution requires at least 75% of the votes. Passed as a written resolution of a private company, it needs members representing not less than 75% of the total voting rights of eligible members to signify agreement (Companies Act 2006, ss 283 and 296). - The resolution must state that it is proposed as a special resolution (s 283(6)). - A copy of a special resolution must be filed at Companies House within 15 days of being passed (s 30). Some resolutions also require other forms (e.g. changing the company name, articles, or share capital). - "Dormant" has the meaning in s 1169 (no significant accounting transactions). Check eligibility before relying on dormant-company filing concessions.
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[COMPANY NAME]
(the "Company"), Company number: [NUMBER]
Incorporated in England & Wales under the Companies Act 2006
WRITTEN SPECIAL RESOLUTION OF THE MEMBERS
Circulation date: [DATE]
The undersigned, being members of the Company entitled to vote and together representing not less than 75% of the total voting rights of eligible members, resolve that the following be passed as a SPECIAL RESOLUTION:
SPECIAL RESOLUTION
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"THAT [SET OUT THE RESOLUTION, for example:] [the new articles of association produced to the members be adopted as the Company's articles in substitution for, and to the exclusion of, the existing articles] [OR INSERT OTHER MATTER REQUIRING A SPECIAL RESOLUTION: see notes below]."
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(Note: do not use a special resolution merely to "adopt dormant status"; dormancy is determined by whether the company has had significant accounting transactions (s 1169), not by shareholder approval. If the company is dormant, record this in a board minute or internal note rather than a special resolution.)
Agreement of members
By signing below (or by returning this document indicating agreement), each member signifies their agreement to the special resolution.
| Member name | No. of shares / voting rights | Signature | Date |
|---|---|---|---|
| [NAME] | [ ] | __________ | [DATE] |
| [NAME] | [ ] | __________ | [DATE] |
Notes: 1. A member's agreement, once signified, cannot be revoked (Companies Act 2006, s 296(3)). 2. The resolution is passed when the required 75% majority have signified agreement [within the 28-day period (or other period in the articles)]. 3. File a copy at Companies House within 15 days of the resolution being passed.
--- This template is a starting point and not legal advice. Resolution thresholds, the written-resolution procedure and filing requirements are set by the Companies Act 2006, have a qualified solicitor or company secretary review and adapt it before use. Governing law: England & Wales.