Agreed written special resolution

What’s an agreed written special resolution, and when should you use it?

This document is known as a ‘print’ of the special resolution passed by the shareholders.

It is effectively a record of the fact that the shareholders (the members) of the company have passed the corresponding special resolution that was proposed and circulated to them.

It works like this:

The directors send the corresponding proposed special resolution to the shareholders.

Our version also comes with notes to the recipient shareholders, explaining how they should then act.

Irish law mandates that these notes must be circulated to the shareholders with the proposed special resolution.

Shareholders sign this proposed special resolution to confirm their agreement to it (you can use our separate special resolution template for this).

If a shareholder doesn’t agree to what’s set out in the resolution, they do not sign the proposed special resolution document and after a statutory time frame of 21 days, their non-reply is formally treated as lack of consent.

The board of directors must obtain the requisite number of shareholder consents for the proposed resolution to be passed.

For a special resolution, shareholders representing at least 75% of the total voting rights must vote in favour of the proposal.

Only if the minimum number of shareholder consents is achieved and the proposed special resolution is therefore passed, will the directors be able to create and sign this print and file it at the Companies Registration Office (CRO) (which they must do within 15 days of the resolution being passed).

What else might you need?

You’ll need our template resolution to which this ‘print’ corresponds.

You can find it here.

Knowing the difference between shareholder ordinary and special resolutions is important.

Our guide on this will take you through the key points you need to know and contains handy checklists of what decisions require an ordinary resolution vs a special one.

The key practical difference for you is that special ones require more of your shareholders to vote in favour or the proposed action before you are allowed to go ahead and carry it out.

Some resolutions and other company paperwork will need to be filed with CRO.

If you’re looking for more information on board resolutions, board minutes and/or shareholder resolutions, our guide to company registers and recordkeeping will be helpful to you.

You should also consider our guides to what a company secretary’s role is and what their duties are, and directors’ duties and liabilities.

We have a further one in relation to shareholders’ duties and liabilities too.

Finally, smooth decision making may often come down to who you have on your board, and we have a helpful guide on who to choose for this important role too.