Company Meetings & Resolutions UK: Rules & Procedures

What this document is

A company meeting is simply a formal gathering where the people responsible for running or owning a limited company come together to make decisions. There are two main types. Board meetings are attended by the directors and deal with the management of the business, such as operational strategy, contracts, hiring senior staff and approving routine filings.

General meetings are attended by the shareholders (called members) and cover decisions that sit with the owners of the company rather than its managers, such as altering the articles, approving certain transactions with directors, or winding the company up. A resolution is the formal decision that comes out of a meeting, or in many cases a decision taken in writing without a meeting at all.

Resolutions fall into categories depending on how much support they need. An ordinary resolution needs a simple majority of votes in favour, while a special resolution needs at least 75%. Some decisions, by law or by the articles, can only be made by one type of resolution. The rules come from the Companies Act 2006, your articles of association and any shareholders' agreement in place.

How to use this document

1. Check the source of authority. Before calling any meeting, look at the Companies Act 2006, your articles of association and any shareholders' agreement. These together tell you who needs to be involved, what type of resolution is required, how much notice must be given and what counts as a valid quorum. Missing this step is the most common reason decisions get challenged later.
2. Give proper notice to those entitled to attend. Notice of a general meeting must generally be given at least 14 clear days in advance, although longer periods apply for some company types and certain decisions. The notice should set out the date, time and place of the meeting, the general nature of the business, and the text of any special resolutions to be proposed. Notice can usually be given by post, email or through the company's website if permitted.
3. Confirm a quorum is present. A meeting cannot take binding decisions unless the minimum number of attendees required by the articles is present. For most private companies the default quorum for a general meeting is two qualifying members, though a single-member company only needs one. For board meetings, the quorum is typically set by the articles and is often two directors. Without a quorum, any decisions taken risk being void.
4. Hold the vote and pass the resolution. Ordinary resolutions need more than 50% of the votes cast in favour. Special resolutions need at least 75%. Voting can be on a show of hands, where each member has one vote, or on a poll, where votes are weighted by shareholding. Many smaller private companies skip the meeting altogether and use written resolutions, which allow shareholders to sign off decisions in writing without gathering in person.
5. Record and file the outcome. Minutes of board and general meetings must be kept for at least ten years. Copies of all special resolutions, and certain ordinary resolutions, have to be filed with Companies House within 15 days of being passed. Some decisions trigger further filings, such as changes to the articles, the company name or the share capital. Keeping a clean paper trail protects directors and reassures anyone carrying out due diligence on the company later.