This article is for directors and shareholders of Irish private companies who need to make formal company decisions without the hassle of organizing meetings.
If you're wondering whether you can approve accounts, appoint directors, or change your constitution by simply circulating a document for signatures, this guide covers what written resolutions are, which decisions they can handle, and exactly how to implement them legally.
Key Takeaways
• Written resolutions require 50%+ approval for ordinary decisions and 75%+ for special resolutions, calculated only from shareholders who respond.
• You must circulate the resolution to every entitled shareholder or the resolution is invalid, even if enough others signed.
• Director removal cannot be done by written resolution and requires a formal meeting under Section 146.
• The resolution passes immediately when the final required signature is received, not when first circulated to shareholders.
• Electronic signatures via email, DocuSign, or PDF are legally valid under the Electronic Commerce Act 2000.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
Can I use written resolutions instead of holding shareholder meetings?
Yes, written resolutions allow you to make formal company decisions by circulating documents to shareholders for signature instead of holding meetings. Once the required majority have signed (50%+ for ordinary resolutions, 75%+ for special resolutions), the decision passes without any meeting occurring.
What decisions can I make using a written resolution?
You can use written resolutions for almost any shareholder decision, including approving financial statements, appointing directors, changing your company constitution, approving share issuances, and changing your company name. Both ordinary decisions (simple majority) and special decisions (75% approval) can be handled this way.
Can I remove a director using a written resolution?
No, you cannot remove a director before their term ends using a written resolution. Director removal requires a formal meeting under Section 146 to protect the director's right to speak in their defense, and the same applies to removing auditors before their term completes.
Do I need to send the written resolution to shareholders who might vote against it?
Yes, you must send the written resolution to every shareholder entitled to vote on that decision. You cannot exclude shareholders who might oppose the resolution, and failure to circulate to all entitled shareholders invalidates the resolution even if the required majority still signed.
How long should I give shareholders to respond to a written resolution?
Typical response periods are 7-14 days for routine matters, 14-21 days for constitutional changes, and 21-28 days for complex decisions requiring professional advice. If you don't specify a deadline, the resolution remains open indefinitely until the required majority signs or you withdraw it.
What happens if some shareholders don't respond to the written resolution?
Non-responses don't count as votes against the resolution—they're simply ignored in the calculation. If enough shareholders sign to reach the required majority, the resolution passes despite others not responding, but if insufficient shareholders respond by any deadline, the resolution fails.
When does a written resolution officially pass?
The resolution passes as soon as the required majority have signed and delivered their signed copies to your company. The effective date is when the final required signature is received, not when you first circulated the resolution.
Can I use electronic signatures for written resolutions?
Yes, electronic signatures are generally valid under the Electronic Commerce Act 2000. You can use email acceptance with clear approval statements, electronic signature platforms like DocuSign or Adobe Sign, scanned signatures on PDFs, or digital signature certificates—the key is clearly identifying who signed and creating reliable evidence of their approval.
Do I need to file written resolutions with the CRO?
Written resolutions themselves don't file with the CRO, but their consequences might require filings. For example, director appointments require Form B10 within 14 days, constitutional changes require Form B10 plus your amended constitution, and company name changes require Form B10 and fee payment.
