In Company Law, the term ‘Resolutions’ refers to significant business decisions that take place within board meetings or Annual General Meetings involving shareholders.
The types of decisions that constitute the forming of a resolution are agreements involving:
- The appointment and removal of Company Directors
- The changing of Company Directors’ powers
- Alterations to the company Articles of Association
- Alterations to the company Shareholders’ Agreement
- The reviewing of annual accounts
- Changes to company finances
- Changes to the name of the company
- Changes to the structure of the company
- Alterations to the objectives of the company
- The issuing of company shares
- The approval of share transfers
- The creation of new share classes
- The dissolving of the company
- Any legal claims and proceedings
- The appointment or removal of auditors
Any decisions (resolutions) that are agreed upon must be made in accordance with the Companies Act of 2006, alongside the company’s articles of association and shareholders agreement. Minutes of board meetings and AGMs must also be kept as a legal document and should be stored at either the company’s registered office address or SAIL address.
Resolutions must be filed with Companies House within 15 days of the meeting taking place and the decision being agreed upon.
PROFESSIONAL ADVISE STRONGLY RECOMMENDED
We strongly recommend that you seek professional legal, accounting and/or company secretarial advise when considering company resolutions.
Types of Resolutions
There are two types of resolutions which companies must categorise their decision by before submitting the relevant documents to Companies House:
- An Ordinary Resolution. An ordinary resolution is a resolution which is passed by 50% of shareholder votes being cast in favour of the decision.
- A Special Resolution. A Special Resolution usually signals a significant change to a company, such as a change of structure and name. Thus special resolutions need to be passed by 75% of shareholder votes being cast in favour of the decision.
How to Notify Companies House of Company Resolutions
To notify Companies House of resolutions, companies will need to file and submit the appropriate form relating to the type of resolution agreed.
- Informing Companies House of a Special Resolution regarding Change of Name. Public Limited Companies or Private Companies who have held an AGM or Board Meeting for the purpose of initiating a special resolution regarding the changing of a company name must use this Special Resolution form to submit their change of name resolution.
- Informing Companies House of a Special Written Resolution regarding Change of Name. Private Companies whose Articles of Association allow for written resolutions and who have agreed upon a special resolution outside of an AGM or general meeting can use this Special Written Resolution form to submit their change of name resolution.
- Informing Companies House of any other Resolution in Ordinary, Special or Written format. For all other resolutions not specific to change of name, companies can use this Special, Written or Ordinary Resolution Form to submit their resolutions.