Agreed written special resolution

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

This document is known as a 'print' of the special resolution passed by the shareholders. It is effectively a record of the fact that the shareholders (the members) of the company have passed the corresponding special resolution that was proposed and circulated to them. It works like this:

The directors send the corresponding proposed special 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 special resolution.)

Shareholders sign this proposed special resolution to confirm their agreement to it (you can use our separate special resolution template for this).

If a shareholder doesn't agree to what's set out in the resolution, they do not sign the proposed special 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 a special resolution, shareholders representing at least 75% of the total voting rights must vote in favour of the proposal.

Only if the minimum number of shareholder consents is achieved and the proposed special resolution is therefore passed, will the directors 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).