Shareholders' written resolutions: the 28-day clock and how not to miss it

Last reviewed: October 2026. Next review: October 2027.

Disclaimer: this is not legal advice. It is general information about UK company law. Check the company's articles and any shareholders' agreement, and take advice from a company secretary or lawyer on specific decisions.

A shareholders' written resolution has a clock on it. Under the Companies Act 2006, a proposed written resolution of a private company's members lapses if it isn't passed within 28 days, beginning with the circulation date, unless the articles set a different period (s297).

Many accountancy practices help client companies with exactly this paperwork: new articles, a change of name, disapplying pre-emption rights before a share issue. The drafting is rarely the problem. The chase is. And a resolution that lapses quietly can surface much later, during due diligence, at a share sale or when someone checks a Companies House filing against the company's records.

This piece is for practices that run written resolutions for clients. It covers how the clock works, the three habits that stop it running out, and what to do if it does.

How the 28-day clock works

The circulation date is the day copies of the resolution are sent to members, or the first day if they go out on different days (s290). The eligible members, the people whose votes count, are fixed on that date too: they are the members entitled to vote on the resolution on the circulation date (s289).

Unless the articles specify another period, the resolution lapses at the end of the period of 28 days beginning with the circulation date (s297). Agreement that arrives after that point doesn't count.

A worked example. Copies go out on Monday 2 November 2026. Monday is day one, so day 28 is Sunday 29 November. If the required majority hasn't agreed by the end of that Sunday, the resolution lapses. In practice, treat Friday 27 November as the real deadline.

Two other points catch people out:

• Agreement is final. A member agrees by sending the company an authenticated document, in hard copy or electronic form, identifying the resolution and indicating agreement. Once a member has agreed, they can't take it back. The resolution is passed as soon as the required majority has agreed (s296), which may be well before day 28.
• The articles may change the period. Some articles set a shorter or longer lapse period. Check before you write a date on anything.

Three habits that stop the clock running out

1. Record the circulation date

Write the circulation date and the lapse date on the file before anything is sent. The 28 days start on circulation, not when the last person replies, and without a recorded date nobody can say when the resolution lapsed, or prove that it didn't.

The Act also requires the resolution to go out with a statement telling members how to signify agreement and the date by which it must be passed if it is not to lapse (s291(4)). Putting the lapse date in that statement means everyone works to the same deadline, including the client.

2. Know the majority you need before you send

An ordinary resolution needs members representing a simple majority (more than half) of the total voting rights of eligible members (s282(2)). A special resolution needs at least 75% (s283(2)), and the resolution must say it is proposed as a special resolution (s283(3)).

The important words are "total voting rights of eligible members". It is not a majority of the people who reply. A shareholder who never responds counts against the resolution, in effect. So before circulating, work out from the register of members who holds what, how many votes the resolution needs, and which shareholders you cannot do without. That tells you who to chase first.

Remember too that some decisions can't be taken by written resolution at all. Removing a director or an auditor before the end of their term needs a meeting (s288(2)).

3. Send it once, to everyone, with a deadline

When the directors propose a written resolution, a copy must go to every eligible member at the same time, so far as reasonably practicable (s291). It can be sent in hard copy, in electronic form or by means of a website, but electronic sending relies on each member having agreed to receive documents that way (Schedule 5). Check the articles and any shareholders' agreement before relying on email or a portal.

What causes trouble is a chain of forwarded attachments: version 2 signed by one shareholder, version 3 by another, and a PDF that nobody can match to a circulation date. One version, one send, one deadline, and one place where responses are collected.

If the resolution lapses

A lapsed resolution can't be revived by late agreement. The options are to circulate a fresh written resolution, which starts a new 28-day period and fixes the eligible members again on the new circulation date, or to hold a general meeting.

If shareholders' agreements arrived after the lapse date, keep them on file with a note, but don't treat them as passing the resolution. If something has already been filed or acted on in reliance on a resolution that in fact lapsed, take advice promptly.

After it passes

• File what needs filing. Special resolutions, and certain ordinary resolutions, must be sent to Companies House within 15 days of being passed (ss29 and 30).
• Keep the record. Copies of members' resolutions passed otherwise than at a general meeting must be kept for at least 10 years from the date of the resolution (s355). Keep the evidence of who agreed and when, not just the final PDF.

Directors' written resolutions follow different rules

Everything above is about resolutions of the shareholders. A directors' written resolution is a board decision, and its rules come from the company's articles rather than the Act. Under unamended Model Articles it must be unanimous among eligible directors, and there is no statutory 28-day lapse. Bespoke articles often change this.

Our longer guide covers both kinds side by side: Directors' written resolutions: how to pass one electronically (UK guide).

Frequently asked questions

When does the 28-day period start?

On the circulation date, the day copies are sent to members (or the first day if they go out on different days). That day counts as day one (ss290 and 297).

Do weekends extend the deadline?

No. The period is 28 calendar days. If day 28 falls on a weekend, treat the last working day before it as your real deadline.

Does a shareholder who doesn't reply count?

In effect, yes, against the resolution. The majority is of the total voting rights of eligible members, not of those who respond (ss282 and 283).

Can a shareholder withdraw their agreement?

No. Once a member has signified agreement to a proposed written resolution, that agreement can't be revoked (s296).

What happens if the resolution lapses?

Late agreement doesn't count. Circulate a fresh written resolution, which starts a new period, or hold a general meeting.

How to do it in MyDocSafe

For shareholders, the resolution can go out as one secure public link, with optional authentication and an expiry date, or into each shareholder's own portal. You see every response in one place, with no tracking spreadsheet, and the signing record stays with the document. For practices that look after several client companies, each company can have its own board portal.

Sources

• Companies Act 2006, ss29, 30, 282, 283, 288 to 291, 296, 297, 355 and Schedule 5 (legislation.gov.uk).
• The Companies (Model Articles) Regulations 2008, Schedule 1 (private companies limited by shares), articles 7 and 8.

This article is general information about UK company law as at October 2026 and isn't legal advice. Check the company's articles and any shareholders' agreement, and take advice on specific decisions.