Notice of Resolution to Companies House UK Guide
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When the members of a company pass certain resolutions, those decisions cannot simply sit in the company's internal records. Companies House needs to be told, and the Companies Act 2006 sets out exactly how that notification must be made. Whether you have passed a special resolution to change the company name, an ordinary resolution that requires filing, or a written resolution agreed between shareholders, the paperwork needs to reach Companies House within a tight deadline or the company risks falling foul of its statutory duties.
This page walks through what a notice of resolution actually is, what information it needs to contain, how to file it properly, and the practical pitfalls that trip people up. If you are unsure whether your particular resolution needs filing at all, that is a sensible thing to clarify before you put pen to paper.
What this document is
A notice of resolution is the formal document that tells Companies House a resolution has been passed by the members of a company. It is not the minutes of a meeting and it is not an internal record, it is a separate filing aimed squarely at the public register.
The Companies Act 2006 requires copies of certain resolutions (in particular all special resolutions, and any ordinary resolutions that the Act specifically flags as reportable) to be delivered to the Registrar of Companies so that third parties searching the register can see what the shareholders have agreed. The notice typically sets out the company name and number, the type of resolution (special, ordinary or written), the date it was passed, and the full wording of the resolution itself.
It is signed by a director or the company secretary before being sent in. Written resolutions, which are passed without a physical meeting, follow the same filing logic. Getting the wording right matters, because the text filed becomes part of the public record and is often relied upon later by lenders, buyers or regulators checking the company's constitutional history.
How to use this document
- Confirm the resolution actually requires filing. Not every resolution needs to go to Companies House. Special resolutions almost always do, as do written resolutions passed in place of a special resolution, but ordinary resolutions only need filing in specific cases set out in the Companies Act 2006. Check the Act or the company's articles before assuming one way or the other.
- Draft the notice with the correct detail. Include the company's registered name and company number at the top, state clearly whether the resolution is special, ordinary or written, and set out the full text of the resolution exactly as agreed by the members. The date the resolution was passed must appear on the document, along with the place and time if it was a meeting.
- Have it signed by an authorised person. A director or the company secretary should sign the notice. For written resolutions, the record of members' agreement is typically attached or referenced. Avoid electronic signatures that do not meet Companies House standards if you are filing on paper.
- File within fifteen days of the resolution being passed. This deadline is strict. You can file online through the Companies House WebFiling service for many resolution types, or send a paper copy to the Registrar. Late filing can lead to penalties and, in some cases, offences by the company and its officers.
- Keep a copy in the company's own records. The company must retain the resolution and any related documentation as part of its statutory books for a minimum period. This matters during due diligence, audits, and any future changes to the company's structure, so do not treat the filing as the end of the paper trail.
Common questions
Q Which resolutions do I actually have to send to Companies House?
All special resolutions must be filed. Written resolutions that take the place of special resolutions must also be filed. Ordinary resolutions only need filing where the Companies Act 2006 or the company's articles specifically require it, for example certain resolutions relating to share capital or director authority. If you are uncertain which category your resolution falls into, it is worth getting that confirmed before the fifteen day window closes.
Q How long do I have to file the notice?
The Companies Act 2006 gives you fifteen days from the date the resolution was passed to deliver a copy to Companies House. The clock starts on the day of the meeting or, for written resolutions, the day the requisite members' agreement is reached. Missing the deadline can expose the company and its officers to penalties, so diary the date as soon as the resolution is agreed.
Q Can I file the notice online?
Yes, many resolution filings can be submitted through the Companies House WebFiling service, which is usually faster and provides an instant receipt. Some less common resolution types still require a paper filing. Check the WebFiling options for your specific resolution, and keep the electronic confirmation or postal proof of delivery as evidence of timely filing.
Q What happens if the company misses the fifteen day deadline?
Late filing is an offence under the Companies Act 2006 and can result in fines for the company and every officer in default. The resolution itself is still valid between the members, but the failure to file is a separate breach. If a deadline has been missed, file as soon as possible and keep a clear record of when and how the delay occurred.
Q Do I need to file the minutes of the meeting too?
No, the minutes themselves stay in the company's internal records. What goes to Companies House is the notice of resolution, which sets out the resolution text, the date, and identifying information about the company. Minutes are part of your statutory books and may be inspected by members, but they are not for the public register.
Q How long must the company keep a copy of the resolution?
Resolutions and related records form part of the company's statutory books and should be retained for at least ten years. In practice, many companies keep them indefinitely, because they can be requested during due diligence on a sale, by lenders, or by HMRC. Storing both a signed paper original and a digital scan is sensible.
Q Can a written resolution replace a meeting entirely?
For private companies, yes in most cases. A written resolution circulated to and agreed by the required majority of members has the same effect as one passed at a general meeting. Public companies cannot use the written resolution procedure. The filing requirements still apply, so a written special resolution must still reach Companies House within fifteen days.
Sources
This guide is based on primary UK law and official guidance.
- LegislationCompanies Act 2006, Part 3 (Resolutions and Meetings)legislation.gov.uk
- Guidance · Companies HouseCompanies House: filing your company resolutionsgov.uk
- Guidance · Companies HouseCompanies House WebFiling servicegov.uk
Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.