UK Accounting Glossary
Under the Companies Act 2006 a written resolution refers to a resolution signed by a majority of company members and treated as effective despite not being passed at a properly convened company meeting.
A special resolution requires the approval of 75% of company members in order to become effective.
Private companies can, in most circumstances, pass resolutions in this manner; however other types of companies may have the power to do so if stated it’s stated within their Articles of Association.
Previous legislation required a written resolution to obtain the signature of all company members.
The Written Resolution shall take effect in the same manner as if it was an Extraordinary Resolution.
The Employer may, by means of Written Resolution, appoint one or more individuals to serve as Divisional Officer.
A unanimous written resolution is one in writing, signed by all the members of a company that are, for the time being, entitled to attend and vote. Previously, under the Companies Acts 1963-2013, this written resolution could only be used where the company’s articles specifically provided for it.
A written resolution may be used to pass an ordinary or special resolution instead of having to hold a general meeting. Under the Companies Act 2006 this procedure can only be used by private limited companies, meaning that Public Limited Companies (PLCs) must always hold a general meeting in order to pass a resolution.
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Definitions for Written Resolution are sourced/syndicated and enhanced from:
This glossary post was last updated: 28th January 2019.