Board Resolution Template UK: Ordinary, Special and Written Resolutions Explained

A board resolution is a formal record of a decision made by a company's directors. If you run a small UK limited company, you'll need one far more often than you might think — every dividend, every share allotment, every change of registered office should be backed by a documented resolution.

This guide explains the three types of resolution you'll encounter, gives you template wording for each, and clears up the most common point of confusion: when a board resolution is enough, and when you also need a resolution of the shareholders.

Two Different Decision-Makers: Directors vs Members

Before reaching for a template, it's worth being clear about who is making the decision, because the law treats them differently:

• Directors (the board) run the company day to day. Most operational decisions — declaring a dividend, approving accounts, appointing a bank — are board decisions, recorded in board minutes or a written board resolution.
• Members (the shareholders) own the company. Certain bigger decisions — changing the articles of association, changing the company name, approving a loan to a director — require a resolution of the members, not just the board.

In a single-director, single-shareholder company you wear both hats, but you still need to create the right type of record for each decision. A board minute is not a substitute for a shareholders' resolution where the law requires the latter.

The Three Types of Resolution

Ordinary Resolution (simple majority)

An ordinary resolution is passed by a simple majority — more than 50% of the votes. Under section 282 of the Companies Act 2006, this is the default type of resolution where the Act or the articles don't specify otherwise. Most routine shareholder decisions are ordinary resolutions: appointing a director, approving a director's loan, declaring a final dividend.

Special Resolution (75% majority)

A special resolution requires a majority of not less than 75% of the votes (section 283 of the Companies Act 2006). It's reserved for more significant constitutional changes, including:

• Changing the company's articles of association
• Changing the company name (where done by special resolution)
• Reducing share capital
• Disapplying pre-emption rights on a share allotment
• Winding the company up voluntarily

A special resolution must be described as a special resolution in the notice and in the resolution itself, or it won't take effect as one.

Written Resolution (no meeting needed)

A written resolution lets members pass a decision without holding a general meeting. Under section 288 of the Companies Act 2006, private companies can pass both ordinary and special resolutions in writing — the same majority thresholds apply (simple majority for ordinary, 75% for special). For a sole shareholder this is almost always the practical route.

Two things a written resolution cannot do (section 288(2)): remove a director before the end of their term, or remove an auditor before the end of their term. Those require an actual meeting.

For directors' own decisions, the Model Articles (article 7 for private companies) similarly allow the board to make decisions without a formal meeting where all eligible directors indicate agreement — so a sole director records a written decision rather than "holding a meeting" with themselves.

Board Resolution Template (Written Decision of Directors)

Use this for board-level decisions — declaring a dividend, approving accounts, appointing a bank, authorising a contract.

[COMPANY NAME] LIMITED
Company number: [00000000]

WRITTEN RESOLUTION OF THE DIRECTORS

Date: [DD Month YYYY]

The following decision was taken by the director(s) of the company,
being a decision of all eligible directors in accordance with the
company's articles of association:

IT WAS RESOLVED THAT:
[State the decision clearly and specifically — e.g. "an interim
dividend of £X per ordinary share be declared, payable on
[date] to shareholders on the register at the date of this
resolution, the directors being satisfied that the company has
sufficient distributable reserves."]

Signed:
__________________________
[Name], Director
Date: [DD Month YYYY]

Ordinary Resolution Template (Written Resolution of Members)

Use this for shareholder decisions passed in writing — e.g. approving a loan to a director, appointing a director.

[COMPANY NAME] LIMITED
Company number: [00000000]

WRITTEN ORDINARY RESOLUTION OF THE MEMBERS

Circulated on: [DD Month YYYY]

As an ORDINARY RESOLUTION:

THAT [state the matter — e.g. "the company be authorised to make
a loan of £X to [director name], a director of the company, on the
terms summarised in the memorandum circulated with this resolution."]

Passed by members representing a simple majority of the total
voting rights of eligible members.

Signed:
__________________________
[Name], Member (holding [N] ordinary shares)
Date: [DD Month YYYY]

Special Resolution Template (Written Resolution of Members)

Use this for 75%-majority decisions — e.g. changing the articles.

[COMPANY NAME] LIMITED
Company number: [00000000]

WRITTEN SPECIAL RESOLUTION OF THE MEMBERS

Circulated on: [DD Month YYYY]

As a SPECIAL RESOLUTION:

THAT [state the matter — e.g. "the articles of association of the
company be amended as set out in the document circulated with this
resolution."]

Passed by members representing not less than 75% of the total
voting rights of eligible members.

Signed:
__________________________
[Name], Member (holding [N] ordinary shares)
Date: [DD Month YYYY]

When Do You Need to File a Resolution with Companies House?

Most board resolutions stay in your company records and are never filed. But special resolutions, and some ordinary resolutions, must be sent to Companies House within 15 days of being passed (section 30 of the Companies Act 2006). Common examples that must be filed:

• A special resolution changing the articles of association (file the resolution plus the amended articles)
• A resolution changing the company name
• A resolution to re-register the company

If you change your articles, remember to file the updated articles too — filing the resolution alone is a frequent mistake. If you're keeping on top of your other Companies House obligations at the same time, our free confirmation statement checklist covers what else needs to be confirmed each year.

Common Mistakes

Using a board minute where a shareholders' resolution is required. Changing the articles needs a special resolution of the members. A board decision isn't enough — even if you're the only person involved, create the members' resolution separately.

Not recording the majority. A resolution should state the majority by which it was passed (simple majority for ordinary, 75% for special). For a sole shareholder this is straightforward, but the wording still matters for the record.

Forgetting to file special resolutions. The 15-day filing window for special resolutions is easy to miss. Late filing weakens your record and, for some resolutions, the change isn't effective against third parties until filed.

Backdating. Resolutions should be dated when actually made. Backdating to fit a payment or filing is a serious problem if the records are ever scrutinised.

How CompanyMinder Will Help

CompanyMinder is being built to generate the right resolution for each decision — ordinary, special, or written, at board or member level — with the correct wording, majority statement, and a prompt to file special resolutions with Companies House inside the 15-day window. The aim is to take the guesswork out of which resolution you need and make sure each one is recorded properly. For the decision-record side of meetings, see our board minutes template guide.

Sources

• Companies Act 2006, s.282 — Ordinary resolutions
• Companies Act 2006, s.283 — Special resolutions
• Companies Act 2006, s.288 — Written resolutions of private companies
• Companies Act 2006, s.30 — Resolutions affecting a company's constitution (filing)
• The Companies (Model Articles) Regulations 2008, Schedule 1 — Model Articles for private companies limited by shares