Companies Act 2014 section 194

Majority written resolutions

Section 194 sets out the rules allowing company members to pass ordinary and special resolutions in writing, without holding a general meeting, provided the required majority thresholds and procedural safeguards are met.

• An ordinary written resolution requires signatures from members holding more than 50% of total voting rights; a special written resolution requires at least 75%.
• All members entitled to vote must be circulated with the proposed resolution text and an explanation of its main purpose before the resolution can be valid.
• An ordinary written resolution is deemed passed 7 days after the last member signs; a special written resolution is deemed passed after 21 days — giving dissenting members time to challenge.
• The waiting period can be shortened if all entitled members sign a written waiver, but the deemed date cannot be earlier than the date the last member signed.

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