Running a UK company involves making formal decisions, and the law cares about who makes each decision and how. The two decision-making bodies are the board of directors and the shareholders (members), and they pass different kinds of resolutions. Here is a plain-English guide under the Companies Act 2006 (England & Wales).
Two decision-makers: directors and shareholders
- Directors manage the company day to day and make board resolutions.
- Shareholders own the company and make shareholder (members') resolutions on more fundamental matters.
The dividing line (what directors can decide alone and what needs shareholder approval) comes from the Companies Act 2006, the company's articles of association, and any shareholders' agreement.
Board resolutions
A board resolution is a decision of the directors. Typically:
- it is passed at a board meeting that is quorate (the minimum number of directors, set by the articles, is present);
- each director usually has one vote, and the resolution passes on a simple majority, with the chair sometimes having a casting vote (check the articles);
- directors must declare any interest in a matter (Companies Act 2006, ss 177 and 182) and may be unable to vote or count in the quorum on it;
- directors can also make decisions by unanimous written resolution / decision where the articles allow.
Board resolutions cover operational matters, approving contracts, opening bank accounts, allotting shares (within authority), and calling shareholder meetings.
Shareholder resolutions: ordinary vs special
Shareholders pass resolutions either at a general meeting or, for private companies, by written resolution. There are two main types:
Ordinary resolution, passed by a simple majority: more than 50% of the votes cast (Companies Act 2006, s 282). Used for most decisions that need shareholder approval, such as appointing or removing directors (removal needs special notice), and approving certain transactions.
Special resolution, passed by a higher majority of at least 75% of the votes (Companies Act 2006, s 283). Required for fundamental matters, including:
- amending the articles of association (s 21);
- changing the company's name (s 77);
- reducing share capital (s 641);
- disapplying pre-emption rights; and
- winding the company up voluntarily.
A notice proposing a special resolution must say it is a special resolution and (for meetings) set out its exact wording.
Written resolutions (private companies)
A private company can usually pass shareholder resolutions in writing instead of holding a meeting (ss 288–300):
- an ordinary written resolution needs members representing a simple majority of total voting rights;
- a special written resolution needs at least 75% of total voting rights;
- once a member signifies agreement, it cannot be revoked.
(Some decisions, such as removing a director or auditor, cannot be done by written resolution.)
Filing requirements
Certain resolutions must be sent to Companies House within 15 days (s 30), in particular all special resolutions, and some ordinary resolutions (for example, those granting directors authority to allot shares). Keep signed resolutions and minutes in the company's records.
Key takeaways
- Directors pass board resolutions (usually simple majority at a quorate meeting); shareholders pass members' resolutions.
- An ordinary resolution needs over 50% (s 282); a special resolution needs at least 75% (s 283).
- Special resolutions are required for fundamental changes (articles, name, capital reduction, winding up) and must be filed at Companies House within 15 days.
- Private companies can use written resolutions, with the same 50% / 75% thresholds.
Sources
- Companies Act 2006: ss 21 (amending articles), 30 (filing resolutions), 77 (change of name), 282 (ordinary resolutions), 283 (special resolutions), 288–300 (written resolutions), 641 (reduction of capital), 177 & 182 (directors' declarations of interest)
- The company's articles of association (board meeting procedure, quorum, casting vote)
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor.