Professional Support for Special Resolutions — Legally Binding Decisions for Major Corporate Changes

In UK corporate law, certain decisions are so important that they cannot be made informally, or even by simple majority vote. They require a Special Resolution, a legally binding decision that must be passed by at least 75% of shareholders and filed with Companies House for public record.

These decisions typically involve structural changes — amendments to Articles, changes to share capital, adoption of new governance rules, company name changes, restructuring, or any action that fundamentally affects the company’s identity and future direction.

A Special Resolution is more than just a vote. It is a formal corporate instrument, with strict rules, documentation requirements, legal language, specific timelines, filing obligations, and mandatory compliance steps. Mistakes can invalidate the action, delay transactions, cause disputes, or create compliance breaches.

That is why Audit Consulting Group (ACG) provides comprehensive Special Resolution services — ensuring every step is handled professionally, accurately, and in full compliance with the Companies Act 2006.

We draft the resolution, prepare shareholder documentation, guide you through voting procedures, file everything with Companies House, and ensure your company’s legal records remain clean and compliant.

Why Special Resolutions Are Critically Important

A Special Resolution is required whenever the business is making a decision that will significantly impact its structure or governance. These are decisions that regulators, shareholders, potential investors, and future auditors need to rely on with absolute clarity.

Without a properly drafted and filed Special Resolution, your company may face:

• invalid governance changes
• rejected filings at Companies House
• shareholder disputes
• legal challenges
• complications during audits
• problems with banks or investors
• delays in restructuring or equity transactions
• potential regulatory penalties

A poorly written or incorrectly filed resolution can derail an important corporate action — sometimes costing businesses thousands or delaying investment deals.

With ACG, everything is done correctly the first time.

What Situations Require a Special Resolution?

Most business owners know that “big decisions” require one — but the law is very exact.
Below are the most common scenarios.

1. Changing the Company Name

A special resolution is mandatory when altering the registered name. We prepare:

• the name change resolution
• supporting documents
• Companies House NM01 filing

2. Amending the Articles of Association

This is one of the most common uses.
Any update to the company’s constitution MUST be done via a special resolution.

Examples:

• adding new share classes
• updating voting rules
• restructuring director powers
• changing shareholder rights
• modernising governance

3. Share Capital Changes

Special resolutions are required for:

• altering share capital
• consolidating shares
• subdividing shares
• redenomination
• changing rights attached to shares

4. Adopting New Articles Completely

Startups and growing companies often replace the standard “model Articles” with customised ones.
This always requires a special resolution.

5. Approving Major Restructuring

Examples:

• group restructuring
• holding company creation
• mergers
• re-classification of shares
• fundamental reorganisations

6. Voluntary Liquidation

Shareholders must vote using a special resolution to wind up a company voluntarily.

7. Change of Objects Clause (Older Companies)

Although modern companies have unrestricted objects, older companies may need to modify their objects clause formally.

Why Choose ACG for Special Resolution Services?

You get far more than a document. You get end-to-end compliance.

Expert Legal Drafting

We prepare clear, accurate, legally compliant resolutions tailored to your situation.

Full Shareholder Process Management

We assist with:

• issuing notices
• preparing voting documents
• recording resolutions
• validating the 75% approval threshold
• documenting objections

Companies House Filing

We file:

• special resolutions
• updated Articles
• name change documents
• share capital filings

Everything is handled for you.

Guidance on Corporate Governance

Our team advises on:

• shareholder rights
• director responsibilities
• voting rules
• structuring decisions

Fast Turnaround

Urgent support available — often completed within 24 hours.

Better than template-based services

Templates cause mistakes. Your situation is unique — your documents should be too.

What’s Included in ACG’s Special Resolution Service

1. Initial Consultation & Governance Review

We begin by analysing:

• the purpose of the resolution
• your company structure
• your Articles of Association
• shareholder distribution
• legal requirements
• potential governance risks

This ensures the resolution is drafted correctly and reflects your company’s actual needs.

2. Drafting the Special Resolution

We prepare a legally accurate resolution, using clear language and correct statutory format.

A proper special resolution includes:

• exact wording of the decision
• the statutory authority under the Companies Act
• voting threshold
• shareholder approvals
• implementation instructions

Clarity and accuracy are critical — one wrong word can invalidate the resolution.

3. Preparing Shareholder Notices

Special resolutions require formal notice unless passed in writing.

We prepare:

• notice of general meeting
• explanatory notes
• voting procedures
• proxy forms
• circulation instructions

This ensures every shareholder is properly informed.

4. Managing Written Resolutions

Most small companies prefer written resolutions because they are faster.

We prepare:

• written resolution document
• circulation instructions
• signature requirements
• majority confirmation steps

5. Recording the Vote

We ensure:

• correct voting percentages
• proper majority threshold
• evidence of consent
• documentation of signatories

This safeguards your resolution against future disputes.

6. Companies House Filing

We prepare and submit:

• special resolution filing
• supporting documents
• new Articles (if applicable)
• share structure filings
• name change submissions

Filed correctly and on time — to avoid penalties and rejections.

7. Updating Corporate Records

We update:

• minute books
• statutory registers
• internal resolutions logs
• constitutional documents

This ensures your company stays compliant for audits, investors, and HMRC.

8. Advisory Support After Resolution Approval

We advise on:

• procedural next steps
• implementation timeline
• tax implications
• documentation that must follow

Who Needs Special Resolution Support?

Startups – Updating governance, adding share classes, or restructuring equity.

SMEs – Changing internal rules, updating Articles, taking on investors.

Family Businesses – Clarifying rights or restructuring ownership.

Companies Preparing for Investment – Investors often require new Articles or share classes.

Growing Companies – Modernising outdated Articles or implementing new governance models.

Businesses Rebranding – Name changes must follow a special resolution.

Companies Undergoing Restructuring – Share consolidation, subdivision, reorganisations.

Real Client Reviews

David Wilson — Founder, Wilson Tech Group

“ACG handled our Articles amendment with absolute professionalism. They drafted the resolution, organised the voting, and filed everything. Very smooth and stress-free.”

Chloe Ramirez — Managing Director, Holistic Retail Ltd

“We needed to change our company name urgently. ACG prepared the special resolution and filed the NM01 instantly. Highly recommend!”

Benjamin Cooper — Investor, CitySquare Capital

“When investing in a portfolio company, ACG updated their Articles and share structure via special resolutions. The precision and clarity were outstanding.”

Case Studies

Case Study 1 — Startup Raising Investment

A tech startup needed to introduce new investor share classes.

ACG drafted:

• special resolution
• updated Articles
• shareholder notices
• Companies House filings

Result: Investment completed without delays.

Case Study 2 — Family Business Updating Governance

A family-run restaurant chain needed clear voting rules and succession approach.

ACG delivered:

• governance review
• special resolution draft
• modernised Articles
• full filing

Result: Prevented future disputes and stabilised decision-making.

Case Study 3 — Company Name Change

An SME rebranded and required a special resolution + NM01 filing.

ACG handled everything within 48 hours.

Result: Smooth transition and perfect compliance.

Extended FAQ — Everything You Should Know

Is a special resolution always 75%?

Yes — the law states at least a 75% shareholder majority is required.

Do I need to file it with Companies House?

Yes — within 15 days.

Can ACG draft and file it?

Absolutely — full service included.

Does every shareholder need to sign?

No — only 75%, but documentation must clearly demonstrate it.

What if a shareholder refuses?

We advise on solutions, including alternative structures or additional voting strategies.

Can a special resolution be reversed?

Yes — but only through a new special resolution.

Is a meeting required?

Not always — written resolutions are common.

Can ACG update Articles as part of it?

Yes — we frequently prepare new Articles alongside resolutions.

Contact Audit Consulting Group Today

A single mistake in a special resolution can invalidate major corporate decisions.
Let ACG handle everything — drafting, notices, voting, filing, and compliance.

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