¶¶Òõ¶ÌÊÓÆµ

Resolution In Lieu Of A Shareholders Meeting Template for England and Wales

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Resolution In Lieu Of A Shareholders Meeting

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Resolution In Lieu Of A Shareholders Meeting

"I need a Resolution in Lieu of a Shareholders Meeting to approve the appointment of two new directors and increase the company's share capital by issuing 10,000 new ordinary shares, to be implemented by March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















Clauses


















Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006 - Written Resolutions: Sections 288-300 governing the procedures and requirements for written resolutions, including circulation, voting rights, and period for agreeing to written resolutions

Companies Act 2006 - Types of Resolution: Section 281 defining the different types of resolutions that can be passed by shareholders

Companies Act 2006 - Ordinary Resolutions: Section 282 detailing requirements for ordinary resolutions, which require a simple majority (more than 50%) to pass

Companies Act 2006 - Special Resolutions: Section 283 detailing requirements for special resolutions, which require a 75% majority to pass

Articles of Association: Company's constitutional document that may contain specific requirements for written resolutions

Shareholders' Agreement: Private agreement between shareholders that may contain additional requirements or restrictions for written resolutions

Model Articles of Association: Default articles that apply if the company hasn't created its own articles or hasn't explicitly excluded the model articles

Companies House Filing Requirements: Regulatory requirements for filing resolutions with the UK company registry

Company Directors Disqualification Act 1986: Legislation governing the conduct of directors and their eligibility to serve as company directors

Financial Services and Markets Act 2000: Regulatory framework for financial services companies that may affect certain types of corporate decisions

Corporate Governance Code: Best practice guidelines for company management and administration, if applicable to the company

Private Company Requirement: Written resolutions are only available for private limited companies, not public companies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Resolution In Lieu Of A Shareholders Meeting

A formal written document under English and Welsh law allowing private companies to pass shareholder resolutions without holding a physical meeting.

find out more

General Meeting Resolution For Appointment Of Director

A formal resolution document under English and Welsh law recording shareholders' decision to appoint a new director at a general meeting.

find out more

Resolution Of The Sole Shareholder

A formal document under English and Welsh law recording decisions made by a company's sole shareholder.

find out more

Resolution By Shareholders

A formal document under English and Welsh law recording decisions made by company shareholders, compliant with the Companies Act 2006.

find out more

Board Resolution For Approval Of Shareholders Agreement

A formal board resolution under English and Welsh law documenting the approval of a shareholders agreement and authorizing its execution.

find out more

Unanimous Resolution Of Shareholders

A formal written agreement under English and Welsh law documenting a unanimous decision made by all shareholders of a company.

find out more

Circular Resolution Of Shareholders

A formal written document under English and Welsh law enabling shareholders to pass resolutions without holding a physical meeting.

find out more

Annual General Meeting Resolution

A formal record of decisions made at a company's Annual General Meeting under English and Welsh law.

find out more

Shareholder Special Resolution

A formal document under English and Welsh law recording shareholder decisions requiring 75% majority approval.

find out more

Ordinary Resolution Of Shareholders

A formal document under English and Welsh law recording a company decision approved by simple majority of shareholders' votes.

find out more

General Meeting Resolution

A formal record of shareholder decisions made at a company general meeting under English and Welsh law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.