Corporate and Business Law (Global) · Company meetings and resolutions

Written Resolutions and Filing Requirements for ACCA Corporate and Business Law

Updated 11 October 2026 · Fact-checked

A written resolution lets members pass a decision without holding a meeting. In the Global variant, you treat it as a private company procedure. Ordinary resolutions need a simple majority and special resolutions need at least 75% of eligible members. Companies keep records of resolutions and minutes, and file certain resolutions with the registrar.

Understand Written Resolutions and Filing Requirements

A company normally takes decisions at a general meeting. A meeting costs time and money. For small private companies, where members often know each other, it is usually pointless. A written resolution solves this. A proposed decision is circulated to the members in writing, and each member signs or otherwise indicates agreement. No meeting takes place.

The key point for exams is who may use it. Under the UK-style rules that the Global paper follows, private companies may pass written resolutions. A public company cannot. Its members must decide at a real general meeting. If a question asks whether a public company can pass a resolution by written resolution, the answer is no.

The majorities are the same as at a meeting, but they are measured differently. An ordinary resolution needs more than 50% of the total voting rights of eligible members. A special resolution needs at least 75% of the total voting rights of eligible members. The test is against all eligible votes, not just those who reply. A member who does not respond is not counted as agreeing. Silence is not consent.

Some decisions cannot be taken by written resolution under the UK-style rules. The usual examples are removing a director before the end of their term and removing an auditor before the end of their term. These need a meeting, because the person affected has the right to be heard. Remember these two as the standard exceptions.

Companies must keep proper records. Resolutions passed without a meeting are recorded, and minutes of meetings are kept for a set period and made available to members. Certain resolutions, such as special resolutions and some others, must be sent to the registrar within a short period, commonly 15 days in the UK model. Failure to file can lead to a default and possible penalties for the company and its officers. The resolution is still valid, but the company is in breach.

Key formulas to remember

Who can use written resolutions: Private company: yes. Public company: no; A public company must hold a general meeting.
Ordinary resolution by writing: Votes in favour > 50% of total voting rights of eligible members; The base is all eligible votes, not only those cast.
Special resolution by writing: Votes in favour ≥ 75% of total voting rights of eligible members; Exactly 75% passes. Non-replies do not count as support.
Excluded decisions: Removal of a director or auditor before term ends: meeting required; Written resolution cannot be used for these.
Filing: Special resolutions (and certain others) filed with registrar within 15 days; The 15-day period is the UK model. Late filing is a default, not invalidity.

How to solve Written Resolutions and Filing Requirements questions

Use this order for any question on written resolutions or filing.

1Identify the company type. If it is public, a written resolution is not available. Stop there.
2Check the subject. If it is removal of a director or auditor, a meeting is needed.
3Identify the resolution type needed: ordinary (over 50%) or special (75% or more).
4Work out the total eligible voting rights, using votes not heads where shares carry different votes.
5Count only the votes in favour and compare to the threshold. Ignore members who have not replied.
6State whether the resolution passed and why.
7Say what records must be kept and whether filing with the registrar is needed, with the time limit.
8Mention the effect of failing to file: default and penalties, but the resolution is still valid.

Quickest way: Three-check shortcut

When to use it: Use in Section A and B objective questions where time is short.

Check one: public company? Answer no to written resolution.
Check two: director or auditor removal? Answer no, meeting needed.
Check three: compute votes in favour ÷ total eligible votes. Over 50% for ordinary, 75% or more for special.

Common mistakes in Written Resolutions and Filing Requirements

Saying a public company can pass a written resolution.
Students remember the procedure but forget it is limited to private companies.
Fix: Always check the company type first.
Measuring the majority against votes returned.
At meetings the majority is of votes cast, so students carry that over.
Fix: For written resolutions, use total eligible voting rights. Non-replies count against.
Thinking a written resolution can remove a director.
Students see it as a quick way to pass any decision.
Fix: Remember director and auditor removal need a meeting and the right to be heard.
Saying 75% means more than 75%.
Mixing up the ordinary test (more than 50%) with the special test.
Fix: Special: at least 75%. Ordinary: more than 50%.
Treating late filing as making the resolution void.
Students assume non-compliance cancels the decision.
Fix: The resolution remains valid. The company and officers face default consequences.

Worked examples

Example 1

Zeta Ltd is a private company with 1,000 shares, each with one vote, held by eligible members. A written resolution to change the articles is circulated. Members holding 760 shares agree. Members holding 100 shares disagree. The rest do not reply. Has the special resolution passed?

Show the solution

A change to the articles needs a special resolution.
A special resolution needs at least 75% of total eligible voting rights.
Total eligible votes are 1,000. Required: 75% × 1,000 = 750 votes.
Votes in favour are 760, which is above 750.
Non-replies and the 100 against do not change the count in favour.

Answer: Yes. 760 of 1,000 is 76%, which is at least 75%, so the special resolution passed.

Example 2

Beta Ltd is a private company with 400 shares, one vote each. A written ordinary resolution is circulated. Members holding 190 shares agree, 50 disagree and 160 do not reply. Has it passed? Also, must a special resolution passed by Beta Ltd be filed with the registrar?

Show the solution

An ordinary resolution needs more than 50% of total eligible votes.
Total eligible votes are 400. More than 50% means more than 200 votes.
Votes in favour are 190, which is below 200.
Non-replies are not counted as support, so the resolution fails.
On filing: special resolutions must be sent to the registrar, in the UK model within 15 days.

Answer: No. 190 of 400 is 47.5%, which is not more than 50%, so the ordinary resolution has not passed. A special resolution must be filed with the registrar, within 15 days in the UK model.

Exam tips

Read the first line for company type. Public company means no written resolution.
Do the percentage on total eligible votes. Write the threshold as a number of votes to avoid slips.
Watch for the director or auditor removal trap in scenario questions.
In Section B, expect one question on the majority and another on filing or records. Answer each separately.
Remember objective questions are all or nothing, so check exact wording such as 'more than' and 'at least'.

Practice questions from Company meetings and resolutions

Written Resolutions and Filing Requirements: frequently asked questions

Can a public company pass a written resolution?

No. Under the rules followed in the Global paper, written resolutions are for private companies. A public company must pass resolutions at a general meeting.

What majority does a written resolution need?

An ordinary resolution needs more than 50% of total eligible voting rights. A special resolution needs at least 75%. The base is all eligible votes, not just those returned.

Can a written resolution remove a director?

No. Removal of a director before the end of their term must be done at a meeting. The same applies to removing an auditor early.

Do resolutions have to be filed with the registrar?

Special resolutions and certain other resolutions must be filed, in the UK model within 15 days. The resolution stays valid if filing is late, but the company is in default.