Professional Drafting, Guidance & Filing of Ordinary Resolutions — Clear, Compliant & Aligned With UK Company Law

Ordinary Resolutions are one of the most commonly used governance tools in UK companies — yet few business owners truly understand how important they are.

Whenever a company needs to approve a decision requiring more than 50% shareholder support, an Ordinary Resolution is required. This might sound straightforward, but in practice, the process involves:

• precise legal wording
• correct voting procedures
• compliance with Articles of Association
• proper notice periods
• accurate recording
• filing obligations with Companies House
• maintaining statutory records

Even a small mistake can invalidate the decision — leading to compliance issues, disputes, or delays that can cost the company time, money, and credibility.

At Audit Consulting Group (ACG), we specialise in drafting and managing Ordinary Resolutions for companies of all sizes — from startups to large corporate groups. We ensure your resolutions are clear, compliant, legally sound, and correctly recorded.

Our experts make the entire process simple, structured, and stress-free.

What Is an Ordinary Resolution?

An Ordinary Resolution is a formal decision passed by shareholders of a UK company with a simple majority vote of over 50%. It is used to approve routine or operational matters that shape the company’s structure, governance, and reporting obligations.

Despite being considered “standard” resolutions, these decisions still carry significant legal weight — and must be drafted and recorded correctly to prevent future challenges.

When Is an Ordinary Resolution Required?

Ordinary Resolutions are required for a wide variety of corporate actions, including:

Approval of annual accounts

Shareholders formally approve the company’s financial statements.

Appointment or removal of directors

A crucial governance procedure.

Re-appointment of auditors

Standard corporate compliance requirement.

Approval of dividends

Dividends cannot be distributed without formal approval.

Change of accountant or auditor

Necessary for compliance.

Increase in authorised share capital

Share structure changes require shareholder consent.

Allotment of new shares

A key decision affecting ownership.

Adoption of certain internal rules

When Articles require shareholder approval.

Standard governance decisions

Operational approvals that require shareholder support.

Even minor governance actions require accurate documentation.

Why Ordinary Resolutions Matter

Even “routine” decisions must be documented properly — otherwise, they may be challenged later.
Accurate Ordinary Resolutions:

Provide legal evidence of shareholder approval

Essential in audits, disputes, due diligence and corporate transactions.

Ensure compliance with the Companies Act 2006

Incorrect filing can lead to penalties.

Protect directors

Directors must act with shareholder approval — resolutions prove compliance.

Prevent internal disputes

With clear documentation, misunderstandings are avoided.

Support future investor confidence

Investors expect strong governance.

Ensure accuracy of statutory registers

Proper governance requires precise records.

Ordinary Resolutions may seem simple — but they form the structural backbone of corporate governance.

Why Choose ACG for Ordinary Resolution Support?

Audit Consulting Group is trusted by UK companies for our comprehensive and precise governance services.

✔ Expert Drafting

We prepare precise, legally compliant resolution wording tailored to your needs.

✔ Governance Guidance

We advise on voting requirements, notice periods, meeting rules and Articles of Association.

✔ Full Companies House Filing

Where filing is required — we handle everything for you.

✔ Record Keeping

We update statutory books and corporate registers as necessary.

✔ Fast Turnaround

Urgent service available — resolutions prepared same day if required.

✔ Clear Explanations

We explain every step in simple language, helping directors and shareholders understand the process.

✔ Suitable for All Company Sizes

From single-director startups to multi-shareholder groups.

✔ End-to-End Corporate Governance Support

We assist with:

• Special Resolutions
• Shareholder Agreements
• Articles updates
• Director appointments
• Company restructuring
• Compliance reporting

ACG is your complete governance partner.

What’s Included in Our Ordinary Resolution Service

1. Corporate Analysis & Governance Review

Before we prepare the resolution, we review:

• your Articles of Association
• shareholder structure
• director roles
• voting rights
• statutory registers
• previous resolutions

This ensures the resolution is legally valid and aligned with your governance framework.

Many companies skip this step — and end up with invalid decisions.

2. Drafting of the Ordinary Resolution

We prepare a legally precise resolution that includes:

• clear action wording
• shareholder voting threshold
• supporting information
• references to relevant sections of the Companies Act
• compliance with Articles

We avoid generic templates — your resolution is customised and specific.

3. Guidance on Voting Procedures

We explain:

• how shareholders must vote
• whether written resolution is permitted
• when a meeting is required
• notice periods
• quorum requirements
• director responsibilities

This avoids procedural mistakes that could invalidate the decision.

4. Preparation of Meeting Documents (if required)

Includes:

• notice of meeting
• meeting agenda
• voting instructions
• minutes templates
• attendance forms

We ensure every document is compliant.

5. Recording & Certification of the Resolution

Once passed, we prepare:

• certified copies
• entry for statutory registers
• internal filing structures
• secure digital copies

Proper recording is essential for future due diligence.

6. Companies House Filing (where required)

Many resolutions must be filed — we manage:

• submission
• document formatting
• confirmation
• timeline compliance

No delays, no penalties.

7. Updating Statutory Registers

We update:

• Register of Members
• Register of Directors
• Register of Charges (if needed)
• Share Ledger

Accurate registers are legally mandatory.

8. Follow-up Advisory Support

We advise on:

• related resolutions
• shareholder agreements
• Articles amendments
• governance improvements

Your company receives expert ongoing support.

Who Needs Ordinary Resolution Services?

• Startups approving new governance processes
• SMEs documenting routine decisions
• Multi-shareholder companies needing structured voting
• Businesses issuing shares
• Companies changing auditors or directors
• Firms preparing for investment
• Companies undergoing restructuring

Every company eventually needs an Ordinary Resolution — most need several per year.

Extended Benefits of Professional Resolution Support

✔ Prevents future disputes

✔ Makes corporate audits smoother

✔ Strengthens investor trust

✔ Ensures legally valid decision-making

✔ Simplifies internal governance

✔ Keeps statutory records compliant

✔ Supports long-term strategic planning

Strong governance = strong business.

Real Client Reviews

Daniel Redford — Founder, Redford Technologies

“ACG handled our Ordinary Resolution efficiently and explained every step in simple terms. The drafting was excellent and perfectly aligned with our Articles.”

Sarah Holmes — Director, Holmes Creative Group

“I didn’t realise passing resolutions required so much detail. ACG took care of everything — drafting, filing, and register updates. Brilliant service.”

Michael Kovacs — Investor

“Professional, clear, and fast. ACG ensured the resolution was compliant and investor-friendly. Highly recommended.”

Case Studies

Case Study 1 — Appointment of a New Director

A growing startup needed an Ordinary Resolution to approve the appointment of a new operational director.

ACG Delivered:

• drafted resolution
• meeting documentation
• Companies House filings
• register updates

Result:

Director onboarded within 48 hours.

Case Study 2 — Dividend Approval

A family business required shareholder approval for dividends.

ACG Provided:

• custom resolution wording
• financial review alignment
• compliance documentation

Result:

Smooth distribution with fully documented approvals.

Case Study 3 — Allotment of New Shares

A firm issuing shares to an investor needed a legally valid process.

ACG Assisted With:

• drafting the Ordinary Resolution
• Companies House filing
• cap table update
• shareholder notifications

Result:

Successful investment round with zero complications.

FAQ

Does an Ordinary Resolution always require a meeting?

No — many resolutions can be passed as written resolutions.

What is the voting threshold?

More than 50% of shareholder votes.

Do Ordinary Resolutions need to be filed at Companies House?

Some do, depending on the subject.

How quickly can ACG draft a resolution?

Often the same day.

Can ACG update our registers?

Yes — full compliance support is included.

What if shareholders are abroad?

Digital voting procedures can be used.

Does Companies House approve resolutions?

They only record them — they do not approve.

Can a resolution be challenged later?

Yes, if improperly drafted or passed.
ACG ensures full compliance to avoid this.

Contact Audit Consulting Group Today

Ordinary Resolutions are essential to your company’s governance — make sure they are drafted, recorded, and filed properly.

Call us: +44 7386 212550
Book your consultation
Audit Consulting Group — Corporate Governance Experts