Written Resolution Drafting

Question 1

Structure

Answer 1

1) Heading
2) Opening paragraph
3) Ordinary Resolutions
4) Special Resolutions
5) Execution

Question 2

Heading

Answer 2

Company Number [INERT]
The Companies Act 2006
Private Company Limited by Shares
Written resolution(s) of
[NAME] (the Company)
Circulated On [DATE]

Question 3

Opening paragraph

Answer 3

Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the directors of the Company propose that [the following resolution[s] be passed as [[an OR/SR ]] OR resolution[s] [insert number(s)] below be passed as [an] ordinary resolution[s] and that resolution[s] [insert number(s)] below be passed as [a] special resolution[s]:]

Question 4

Execution

Answer 4

We, the undersigned, were at the time the resolution[s] [was OR were] circulated entitled to vote on the resolution[s] and irrevocably agree to the resolution[s].

Signed……………………..
[NAME OF SHAREHOLDER]

Question 5

Resolution to approve substantial property transaction

Answer 5

THAT the [purchase OR sale] by the [Company] of [DESCRIPTION OF NON-CASH ASSETS ACQUIRED OR DISPOSED OF] for the sum of £[AMOUNT] [from OR to] [[NAME OF COMPANY OR PERSON] being a [company OR person] connected with] [NAME OF DIRECTOR] a director of the [Company] be approved.

Question 6

Resolution for loan to director

Answer 6

THAT, in accordance with section 197 of the Companies Act 2006, the loan from the Companyto [NAME OF DIRECTOR], a director of the Company details of which are set out in a memorandum dated [DATE] which has been available for inspection by the members of the Company both at this meeting and at the Company’s registered office for not less than 15 days ending with the date of this meeting, be approved.

Question 7

Resolution for service contract

Answer 7

That the term in the agreement proposed to be entered into between [the Company] and [NAME OF DIRECTOR], a director of the Company (Director), providing for the Director’s employment to continue for a period of more than two years during which time the agreement cannot be terminated by the Company be approved.

Question 8

Resolution for re-registration of a company from private to public - Special resolution - Change of name

Answer 8

That the Company be re-registered as a public company under the Companies Act 2006 by the name of [NAME] [public limited company OR p.l.c.].

Question 9

Resolution for re-registration of a company from private to public - Special resolution - Amending Articles

Answer 9

[That the articles of association of the Company be amended as follows:
[SPECIFY AMENDMENTS TO ARTICLES]

Question 10

Resolution for re-registration of a company from private to public - Special resolution - New Articles

Answer 10

THAT the draft articles of association submitted to the meeting be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association.

Question 11

Resolution for appointment of director (can be directors or shareholders)

Answer 11

That [NAME], having consented to act, be appointed as an additional director of the Company [with immediate effect OR with effect from the end of the meeting OR with effect from [DATE]]

Question 12

Resolution removing director - Special notice

Answer 12

I give notice pursuant to sections 168 and 312 of the Companies Act 2006 of my intention to propose the following resolution as an ordinary resolution at the next [annual] general meeting of the Company [on [DATE]]:

That [NAME] be removed from office as director of the Company with [immediate] effect [from [DATE]].

Yours faithfully,
[SAHREHOLDER]