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Company Resolutions - Special Resolution

This document can be used by private companies to make company decisions without consulting shareholders first, in certain circumstances.

Sometimes in the course of business, drastic decisions need to be made, but problems can arise if you are not able to call a shareholder meeting prior to making a choice which may require their consent. However, under the Companies Act 2006, private companies can pass resolutions in writing without having to call a meeting of the shareholders. For some purposes the Company needs to pass a “special resolution” which requires a majority of at least 75% of shareholders and this template can be used for that purpose.

This document template is written by legal professionals and extremely simple and convenient to use. You should fill in the blanks and circulate a copy of the written resolution to all of the Company’s members (shareholders). The document contains clear instructions for shareholders on what to do if they agree to the resolution, or indeed if they do not.

You may circulate the resolution in hard copy or by email, and members can agree to the resolution by signing it. Members can either return the signed original to you, or they can scan the signed original and send you an electronic copy by email. The resolution is passed as soon as it has been accepted by members holding a special majority (i.e. 75% or more) of the shares in the company.