What board and shareholder resolutions does a funding round need?
By SuLe · Updated 24 June 2026
A funding round needs board resolutions — the directors approving the allotment and adopting the completion documents — and shareholder resolutions, which typically authorise the allotment, disapply pre-emption rights and adopt new articles. The board decisions and the shareholder votes have to happen in the right order, and some must be filed at Companies House.
Key facts
- The board passes resolutions to approve the allotment and adopt the completion documents.
- Shareholders authorise the allotment under Companies Act 2006 s.551 by ordinary resolution (over 50%) where there is more than one share class.
- Disapplying s.561 pre-emption and adopting new articles are special resolutions (at least 75%).
- Special resolutions and amended articles must be filed at Companies House within 15 days.
- Resolutions can usually be passed as written resolutions rather than at a meeting.
What is the difference between board and shareholder resolutions?
They are two different decision-making bodies. Board resolutions are made by the directors — approving the share allotment, adopting the subscription and shareholders' agreements, and authorising the paperwork. Shareholder resolutions are voted on by the members who own the company.
A round needs both. The directors run the mechanics, but certain decisions — authorising an allotment where there is more than one share class, changing the articles — belong to the shareholders by law.
Typically the board meets first to approve the deal and convene the shareholder vote, the shareholders pass their resolutions, and the board then reconvenes to allot the shares once conditions are met and the money has arrived.
Which shareholder resolutions does a round need?
Three come up again and again. First, authority to allot the shares: where the company has more than one class of shares, the shareholders must grant allotment authority under s.551 by ordinary resolution (over 50% of votes).
Second, disapplying pre-emption rights: existing shareholders' statutory first refusal under s.561 is switched off for the allotment by special resolution (at least 75%), so the new investor gets the exact shares agreed.
Third, adopting new articles: a priced round that introduces preference shares needs new articles to define their rights, which is a special resolution too. A single-class issue of ordinary shares under s.550 may need none of these, which is why simple rounds are simpler.
What has to be filed, and can resolutions be in writing?
Filing depends on the type of resolution. Special resolutions and the amended articles must be filed at Companies House within 15 days — that captures the pre-emption disapplication and the new articles. Some ordinary resolutions must also be forwarded, so check the position for your s.551 authority rather than assuming ordinary resolutions never need filing.
Ordinary resolutions that do not need filing still need recording properly in the company's minute book, because they are part of the corporate record diligence will examine.
On format, resolutions do not always need a physical meeting. Private company shareholder resolutions can usually be passed as written resolutions circulated for signature — common at seed with few shareholders — and board decisions can often be made in writing too. The voting thresholds are unchanged: over 50% for ordinary, at least 75% for special.
| Resolution | Type | Threshold | Filing |
|---|---|---|---|
| Board approval of allotment | Board | Board majority | Minute book |
| Allotment authority (s.551) | Ordinary | Over 50% | Check filing requirement |
| Disapply pre-emption (s.561) | Special | At least 75% | File within 15 days |
| Adopt new articles | Special | At least 75% | File within 15 days |
Worked example
Marco and Freya close a £450,000 seed for Halyard Ltd, introducing a new class of preference shares. Because there is now more than one class, and new articles are needed, several resolutions are required.
Their board meets to approve the deal and circulate written resolutions. The shareholders pass an ordinary resolution granting s.551 allotment authority (over 50%), and special resolutions to disapply s.561 pre-emption and adopt the new articles (each carried above 75%). The board then reconvenes to allot the shares once the money lands. The special resolutions and new articles are filed at Companies House within 15 days, and the round is clean and correctly sequenced.
Where founders go wrong
Getting the order wrong
— the authority and disapplication must be in place before the board allots; allotting first can invalidate the issue.Confusing ordinary and special thresholds
— a special resolution needs 75%, so a pre-emption disapplication can fail even with a clear majority behind it.Missing the 15-day filing
— special resolutions and amended articles are due at Companies House within 15 days, and late filing shows up in diligence.Assuming ordinary resolutions never need filing
— some do; check the requirement for your s.551 allotment authority rather than guessing.
Related questions
What is the difference between board and shareholder resolutions?
Board resolutions are decisions the directors make at a board meeting — approving the allotment, adopting the completion documents. Shareholder resolutions are decisions the members vote on, like authorising an allotment or amending the articles. A funding round needs both, in the right order, with the board usually convening the shareholder vote.
What is the difference between an ordinary and a special resolution?
An ordinary resolution passes on more than 50% of votes; a special resolution needs at least 75%. Allotment authority under s.551 is an ordinary resolution, while disapplying pre-emption and adopting new articles are special resolutions. Knowing which threshold applies matters, because a special resolution can fail even with a clear majority behind it.
Which resolutions have to be filed at Companies House?
Special resolutions and amended articles must be filed within 15 days. That covers the pre-emption disapplication and the adoption of new articles. Some ordinary resolutions must also be forwarded to Companies House, so check the position for your s.551 allotment authority rather than assuming ordinary resolutions never need filing. [More: How do I issue new shares in a UK company?]
Can resolutions be passed in writing instead of at a meeting?
Yes. Private company shareholder resolutions can usually be passed as written resolutions circulated for signature, which is common at seed where shareholders are few. Board decisions can often be made by written resolution too. The thresholds are the same — over 50% for ordinary, 75% for special — just recorded on paper rather than at a meeting.
Resolutions are the plumbing of a round, and the wrong threshold or sequence can leave an allotment defective long after the money is spent. A SuLe solicitor can prepare the board and shareholder resolutions, run them in the right order and handle the filings. Book a free investment readiness check
Keep reading: How do I issue new shares in a UK company? · What are pre-emption rights — and how are they disapplied? · What is an SH01 and when must I file it? · What happens at completion of a funding round? · What documents do I need to close a seed round in the UK? · Can I change my company's articles after incorporation?
Primary sources: Companies Act 2006 · GOV.UK — Running a limited company
