Skip to main content
Governance Authority
Category: Shareholder Rights and Meetings

Written Resolution

Also known as: Written Board Resolution, Written Shareholders' Resolution, Resolution in Writing
Simply put

A written resolution is a formal way for a company's directors or shareholders to approve a decision without holding a physical or virtual meeting, typically by signing or otherwise indicating their agreement to a proposal that has been circulated to them. It allows business to be transacted and decisions to be recorded and given legal effect outside of a convened meeting. The availability, requirements, and permitted uses of written resolutions depend on the jurisdiction and the entity's constitutional documents.

Formal definition

A written resolution is a mechanism by which a decision requiring approval by a company's members or directors is proposed and passed without a general meeting or convened board meeting, through the recorded agreement of the requisite decision-makers to a circulated proposal. Under the law of England and Wales, the Companies Act 2006 (Part 13, Chapter 2) defines a written resolution, for statutory purposes, as a resolution of a private company proposed and passed in accordance with that Chapter; this statutory route is generally available to private companies rather than public companies, and the applicable passing thresholds correspond to those for ordinary and special resolutions. Practitioners should note that the precise procedural requirements, eligibility, and the classes of decision that may be taken by written resolution vary by jurisdiction, entity type, and the provisions of the company's articles or bylaws, and that resolutions are recorded in the corporate record to evidence their adoption. This entry is educational and not legal advice; specific requirements should be confirmed against the governing statute and constitutional documents.

Why it matters

Written resolutions matter because they allow companies to make and record binding decisions efficiently, without the delay and logistical burden of convening a formal meeting. For time-sensitive approvals, such as authorizing a transaction, appointing an officer, or ratifying an action, the ability to circulate a proposal and obtain the recorded agreement of directors or shareholders can be materially faster than scheduling a quorate meeting. This efficiency is particularly valuable for private companies and closely held entities where the decision-makers are few and readily reachable.

At the same time, written resolutions carry governance consequences that warrant care. Because a decision is taken without the deliberation that a meeting provides, the process depends heavily on clear circulation of the proposal, adherence to the correct passing threshold, and accurate recording in the corporate record to evidence adoption. The availability and permitted uses of this mechanism are not universal: under the law of England and Wales, for example, the statutory written resolution route is generally available to private companies rather than public companies, and the eligibility, procedure, and classes of decision that may be taken this way vary by jurisdiction, entity type, and the company's own articles or bylaws.

For governance professionals, the practical significance lies in getting the formalities right. A resolution that is improperly circulated, passed by the wrong threshold, or inadequately documented may be open to challenge, undermining the very legal effect the resolution is intended to give the decision. Confirming requirements against the governing statute and constitutional documents is therefore essential.

Who it's relevant to

Company Secretaries and Governance Professionals
Those responsible for administering corporate decision-making rely on written resolutions to transact business efficiently between meetings. They typically manage the circulation of proposals, confirm that the correct passing thresholds are met, and ensure the resolution is properly recorded in the corporate record to evidence its adoption. Their attention to procedural accuracy is central to the resolution's validity.
Directors
Directors may use written resolutions to approve decisions requiring board authorization without convening a board meeting, subject to the company's articles and applicable law. They should be aware that decisions taken this way forgo the deliberation of a meeting, making clear circulation and accurate recording particularly important.
Shareholders and Members
Members of a private company may approve business, such as matters ordinarily reserved to a general meeting, by written resolution, indicating their agreement to a circulated proposal without a physical meeting. The availability and thresholds for member written resolutions depend on the governing statute and the company's constitution.
General Counsel and Corporate Lawyers
Legal advisers confirm whether the written resolution mechanism is available for a given decision and entity, verify the correct threshold and procedure under the governing statute and constitutional documents, and assess whether a resolution has been validly passed. Because eligibility and requirements vary by jurisdiction and entity type, their judgment helps mitigate the risk of a resolution being open to challenge.

Inside Written Resolution

Resolution Text
The precise wording of the decision to be adopted, expressed as either an ordinary or special resolution, so that those signing understand exactly what is being approved without the need for a convened meeting.
Circulation to Eligible Members or Directors
A mechanism for distributing the proposed resolution to all persons entitled to vote, whether shareholders (member written resolutions) or directors (board written resolutions), as the eligibility rules and required consents typically differ between the two.
Approval Threshold
The level of agreement required for passage, which generally varies by resolution type and jurisdiction; some regimes require unanimity for directors' written resolutions and a specified majority (or unanimity) for members', depending on the governing statute and constitutional documents.
Signatures or Recorded Assent
Evidence of each participant's agreement, captured through signature, electronic confirmation, or another method permitted by the applicable law and the entity's constitution.
Effective Date and Record-Keeping
The point at which the resolution is treated as passed and the requirement to retain the signed document as part of the corporate record, so the decision can be evidenced later.

Common questions

Answers to the questions practitioners most commonly ask about Written Resolution.

Can a written resolution be used to pass any decision that could be taken at a meeting?
Not necessarily. Whether a written resolution can substitute for a decision taken at a meeting generally depends on the entity's constitution and the governing companies legislation in the relevant jurisdiction. Many regimes permit members or directors to act by written resolution in place of a meeting, but certain matters are commonly excluded, for example, some jurisdictions do not allow removal of a director or auditor before the end of their term by written resolution, requiring a meeting instead. The permitted scope also differs between shareholder (member) written resolutions and board written resolutions. Because the specific carve-outs vary by jurisdiction, entity type, and the entity's own articles or bylaws, you should check the applicable statute and constitutional documents rather than assume equivalence. This is educational information and not legal advice.
Does a written resolution require the same voting threshold as one passed at a meeting, or does everyone have to agree?
The applicable threshold depends on the governing framework and the type of resolution, and it is not automatically the case that unanimity is required. Under some regimes, a written resolution of members can pass on the same majority that would apply at a meeting, for example, an ordinary majority or the elevated majority required for a special resolution, calculated by reference to eligible voting rights rather than only those who respond. Under other regimes or for board decisions, the constitution may require signature or agreement by all those entitled to vote. Because the required threshold turns on the specific statute, resolution type, and the entity's constitution, confirm the applicable rule before relying on it. This is general information, not legal advice.
How is a written resolution typically proposed and circulated?
In many frameworks a written resolution may be proposed by the directors or, in some cases, by members holding a specified proportion of voting rights, subject to the entity's constitution and applicable law. It is generally circulated to everyone entitled to vote, accompanied by the text of the proposed resolution and information on how and by when to signify agreement. The precise procedure, who may initiate it, what accompanying information is required, and how it is distributed (including whether electronic means are permitted), varies by jurisdiction and by the entity's constitutional documents, so those should be checked in each case.
Is there a deadline by which a written resolution must be agreed?
Under several regimes a written resolution lapses if it is not passed within a defined period after it is circulated, unless the constitution specifies a different period. This is intended to prevent resolutions remaining open indefinitely. The length of any such period and whether it can be varied depend on the applicable law and the entity's constitution. Where no statutory or constitutional time limit applies, the proposing body should still consider setting a clear response deadline. Confirm the specific requirement in the relevant jurisdiction rather than assuming a standard period applies.
What records should be kept when a decision is made by written resolution?
As a matter of good governance and, in many jurisdictions, statutory record-keeping obligations, the entity should retain the text of the resolution, evidence of the agreement or signatures of those entitled to vote, the date the resolution was passed, and details of circulation. Maintaining these records supports the ability to demonstrate that the decision was validly made and that any applicable threshold was met. Specific record-keeping and filing requirements, including whether certain resolutions must be filed with a registry, vary by jurisdiction and entity type and should be confirmed against the applicable rules.
Who is responsible for administering the written resolution process within an organisation?
Administration of the written resolution process is typically an operational responsibility carried out by management, often the company secretary or an equivalent governance function, including drafting, circulating, collecting agreement, and recording the outcome. The board and its committees generally retain responsibility for the decisions themselves and for oversight of whether governance procedures are being followed correctly. Allocating clear responsibility for administering the process, and for verifying that the correct scope, threshold, and time limits have been observed, helps reduce the risk of a resolution being challenged as invalid. The exact allocation of roles depends on the entity's constitution and internal delegations.

Common misconceptions

A written resolution can be used to make any decision that could be made at a meeting.
In many jurisdictions certain decisions are excluded from the written resolution procedure and must be taken at a properly convened meeting. The scope of permitted matters depends on the applicable statute, listing rules, and the entity's own constitutional documents, so availability should be confirmed for each specific decision.
Written resolutions always require unanimous agreement.
The required threshold varies by context. Directors' written resolutions commonly call for unanimity under many frameworks, while members' written resolutions may pass on a specified majority in some regimes; the precise requirement depends on jurisdiction, resolution type, and governing documents.
Because no meeting is held, written resolutions remove the need for formal governance records.
A written resolution is a formal act of the relevant body and generally must be documented and retained to the same standard as a minuted decision. It is a change in method, not a reduction in accountability or record-keeping obligations.

Best practices

Confirm before proceeding that the intended decision is one the applicable statute, listing rules, and constitutional documents permit to be taken by written resolution rather than at a convened meeting.
Identify the correct decision-making body and the full population of eligible signatories, distinguishing between directors' and members' written resolutions, as eligibility and thresholds typically differ.
Verify the applicable approval threshold for the specific resolution type and jurisdiction, and do not assume unanimity or a majority without checking the governing rules.
Draft the resolution text precisely and completely so that signatories approve a clear, unambiguous decision without reliance on discussion that a meeting would otherwise provide.
Capture and retain signatures or recorded assent using a method permitted by the applicable law and constitution, and document the effective date within the corporate records.
Treat this entry as educational and seek qualified legal or company secretarial advice where the availability, threshold, or process depends on facts, jurisdiction, or entity type.