Proposed written special resolution

What’s a proposed written special resolution and when should you use it?

This document is a written special resolution.

It is usually the directors who will propose a special resolution by circulating this document to the company’s shareholders and asking them to consider and then sign it, to indicate their agreement.

A copy of the resolution must be sent to all shareholders who are entitled to vote and at the same time, to the auditors of the company (if there are any).

Under Irish company law, while the directors of the company are generally able to take most day-to-day decisions in running the company, certain decisions cannot be taken by the directors and must be taken by the shareholders, passing a “resolution” instead.

A shareholder resolution is passed at a general meeting of the shareholders, or it can be passed by way of written resolution instead.

A resolution can be:

• ‘ordinary’ (requiring a simple majority of votes – in order words, votes by shareholders representing more than 50% of the total voting rights or
• ‘special’ (requiring at least 75% of the total voting rights)

Assuming they agree with what is proposed by the directors, shareholders must sign the document to officially record their agreement to it and return it to the company.

If they don’t agree to pass it, they do not sign and return it, and after 21 days, their non-reply is formally treated as a lack of consent.

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

If sufficient agreement is reached, then a director will need to sign a ‘print’ of the resolution and file it at the Companies Registration office (CRO) within 15 days of the resolution being passed.

A Form G1 is used is used for the submission of a special resolution to the CRO.

A majority written special resolution takes effect 21 days after the final signature unless members waive that right under section 194(10) or the resolution specifies certain date.

What else might you need?

You’re likely to need our template agreed written special resolution (or ‘print’) which corresponds to the proposed resolution here.

Some decisions affecting a company can only be made by special resolution, requiring a far higher proportion of votes.

Take a look at our Guide to Resolutions for more information about which decisions require which type of resolution.

This template is for a special resolution.

If you need an ordinary resolution, you can use our separate template – or you can combine both types of resolutions in the one document, but make sure you pay attention to the rules on shareholder voting, so that you can ensure that each resolution has achieved the required percentage of votes to be counted as passed.

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 and which will need to be filed at CRO.

There may also be accompanying forms that will need filing at CRO whether or not the resolution is filed.

For example, you’ll need Form B5 if you’re issuing shares.

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 guide to what is a company secretary and what are their duties, and our guide to 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; we have a helpful guide on who to choose for this important role, too.