A Resolution In Lieu Of A Shareholders Meeting is utilized when companies need to obtain shareholder approval efficiently without convening a physical meeting. This mechanism, available only to private companies in England and Wales, is particularly useful for companies with a small number of shareholders or when urgent decisions are required. The document must comply with the Companies Act 2006 and include details of the resolution(s), voting eligibility, and required majority thresholds. It becomes effective once the required percentage of shareholders have signed it and must be filed with Companies House where applicable.
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1. Company Details: Full company name, registration number, and registered office
2. Date: Date of the written resolution
3. Resolution Text: Clear statement of the resolution(s) being passed
4. Type of Resolution: Specification whether ordinary or special resolution
5. Eligible Members Statement: Statement confirming eligible members entitled to vote
6. Signature Block: Space for member signatures and dates
1. Explanatory Notes: Additional context explaining the purpose of the resolution(s) - used when the resolution requires additional explanation for shareholders
2. Statement of Compliance: Confirmation of compliance with relevant regulations - used when dealing with regulated matters or complex transactions
3. Circulation Statement: Details of how the resolution was circulated - used when required to demonstrate proper procedure
1. Supporting Documents: Any relevant documents referenced in the resolution
2. Voting Record: Record of votes received and calculation of majority
3. Notice of Passing: Draft notice to be filed with Companies House
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