# Written resolution

A decision of a private company's members made in writing instead of at a meeting, which passes once enough of the eligible members' votes have agreed to it.

Also called: members' written resolution, ordinary resolution, special resolution.

Written resolutions suit small blocks, where getting everyone to a meeting is hard.

## How many votes are needed

Thresholds are counted against **all the eligible members' votes**, not just those who reply:

- **Ordinary resolution:** more than half of the total voting rights (s.282).
- **Special resolution:** at least 75% (s.283).

So in an eight-flat RTM company with one vote per flat, an ordinary written resolution needs five "yes" votes, even if only five members reply.

## Time limit

A written resolution lapses if it hasn't passed within 28 days of being circulated, unless the articles set a different period (s.297).

## What it can't be used for

Removing a director or an auditor before the end of their term needs a meeting (s.288(2)).

Check your articles for how votes are counted. In RTM companies, for example, votes are usually per flat, and landlords' votes are capped.

## Related terms

- [AGM (annual general meeting)](https://runyourblock.co.uk/glossary/agm)
- [RTM company](https://runyourblock.co.uk/glossary/rtm-company)
- [Residents' management company (RMC)](https://runyourblock.co.uk/glossary/residents-management-company)

## Sources

- [Companies Act 2006, s.288 (written resolutions of private companies)](https://www.legislation.gov.uk/ukpga/2006/46/section/288)
- [Companies Act 2006, s.282 (ordinary resolutions)](https://www.legislation.gov.uk/ukpga/2006/46/section/282)
- [Companies Act 2006, s.283 (special resolutions)](https://www.legislation.gov.uk/ukpga/2006/46/section/283)
- [Companies Act 2006, s.297 (period for agreeing to written resolution)](https://www.legislation.gov.uk/ukpga/2006/46/section/297)

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Updated 22 October 2026. Source: https://runyourblock.co.uk/glossary/written-resolution