Agreed written ordinary resolution

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What's an agreed written ordinary resolution and when do you need it?

This document is known as a 'print' of the written ordinary resolution passed by the shareholders. It is effectively a record of the fact that the shareholders (the members) of the company have agreed to and 'passed' the ordinary resolution that was proposed and circulated to them.

Directors of a company only need to prepare this print if the ordinary resolution that was passed, needs to be filed at Companies House. Not all ordinary resolutions need to be filed at Companies House but if it does, a director of the Company must sign this print and it should be filed at Companies House within 15 days of the ordinary resolution being passed. If there is no need to file the ordinary resolution at Companies House, then you don't need to complete this document.

The directors send the proposed ordinary resolution to the shareholders. (Our version also comes with notes to the recipient shareholders, explaining how they should then act. UK law mandates that these notes must be circulated to the shareholders with the proposed ordinary resolution.)

Shareholders sign the separate proposed ordinary resolution template to actually indicate their agreement to it.

If they don't agree to pass it, they do not sign the proposed ordinary resolution document and after a statutory time-frame of 28 days, their non-reply is formally treated as lack of consent.

The board of directors must obtain the requisite number of shareholder consents for the proposed resolution to be passed. For an ordinary resolution, shareholders representing over 50% of the total voting rights must vote in favour of the proposal.

Only if the minimum number of shareholder consents is achieved will the proposed ordinary resolution be passed. If it is an ordinary resolution that needs to be filed at Companies House, the directors will then be able to create and sign this print and file it at Companies House, (which they must do within 15 days of the resolution being passed).