Which resolutions must be filed at Companies House

Every special resolution, and certain other members’ resolutions and agreements listed in section 29 of the Companies Act 2006, must be sent to Companies House within 15 days after it is passed or made. Most ordinary resolutions and all board resolutions stay in the company’s own records, but some ordinary resolutions are pulled into the filing rule by other sections, such as an authority to allot shares under section 551.

What does the law actually require?

Section 30(1) of the Companies Act 2006 says that a copy of every resolution or agreement to which Chapter 3 of Part 3 applies, or a written memorandum of its terms if it was not in writing, must be forwarded to the registrar within 15 days after it is passed or made. Section 29 then sets out which resolutions are caught. The 15 days run from the date the resolution is passed, not from the date the paperwork is tidied up or the minutes are signed.

Which resolutions are caught by section 29?

Section 29(1) lists five categories:

1. any special resolution
2. any resolution or agreement agreed to by all the members that would otherwise only have been effective as a special resolution
3. any resolution or agreement agreed to by all the members of a class of shareholders that would otherwise have needed a particular majority or procedure
4. any resolution or agreement that binds all members of a class even though not all of them agreed
5. any other resolution or agreement that another enactment brings within the Chapter

Categories 2 to 4 catch informal unanimous decisions. If every shareholder signs a letter agreeing to something that would normally need a special resolution, that agreement still has to be filed. If nothing was written down, section 30 requires a written memorandum setting out its terms.

Which special resolutions come up most often?

A special resolution is one passed by a majority of not less than 75%, as defined in section 283. Those that practices see regularly include:

• amending the articles, which section 21 requires to be done by special resolution; section 26 separately requires a copy of the amended articles within 15 days of the amendment taking effect
• changing the company name by special resolution, which also needs a notice to the registrar under section 78; see changing a company name
• disapplying pre emption rights under section 570 or 571
• reducing share capital under section 641, either supported by a solvency statement or confirmed by the court; see reduction of share capital
• a members’ voluntary winding up under section 84 of the Insolvency Act 1986

Which ordinary resolutions must also be filed?

Several sections apply Chapter 3 of Part 3 to ordinary resolutions, which brings them within section 29(1)(e). The main ones are:

• section 551(9): a resolution giving, varying, revoking or renewing directors’ authority to allot shares, which section 551(8) allows to be an ordinary resolution even though it amends the articles; see allotting shares
• section 622(8): a resolution to redenominate share capital into another currency
• section 701(8): a resolution authorising a market purchase of own shares
• section 84(3) of the Insolvency Act 1986: a resolution in general meeting for voluntary winding up when the period fixed by the articles expires or the event they specify occurs

Ordinary resolutions to approve a director’s service contract, remove a director or declare a dividend are not caught unless some other provision applies, so they are kept with the company’s minutes rather than filed.

What about board resolutions and minutes?

Section 29 is concerned with resolutions and agreements of members. Directors’ board resolutions are not on the list and are not filed. Companies House guidance in “Life of a company” says that companies should deliver a copy of the written resolution, or a statement that a resolution was passed, and should not send copies of the minutes of a meeting, because these might contain information not for the public record and may be rejected. The company must still keep copies of members’ resolutions passed other than at general meetings, and minutes of general meetings, for 10 years; see statutory registers.

How is a resolution filed?

Companies House publishes a template, “Special, written or ordinary resolution”, and says it is quicker to upload documents than to post them. Its upload service accepts articles and resolutions as separate documents, one at a time. Two exceptions are listed: a resolution to change the company name, and resolutions for conversions between a company and a community interest company or a charitable company. A name change resolution goes with the change of name notice instead.

Some resolutions travel with other documents that have their own deadlines:

• a capital reduction by solvency statement needs the resolution, the solvency statement and a statement of capital within 15 days (section 644), with the SH19 uploaded last
• a variation of class rights needs the special resolution within 15 days and form SH10 within one month
• a redenomination needs form SH14 within one month as well as the resolution

The fees for some of these transactions are covered in our guide to Companies House fees.

What happens if a resolution is filed late or not at all?

Under section 30(2) and (3), failing to forward the resolution is an offence by the company and every officer in default, punishable on summary conviction by a fine up to level 3 on the standard scale and a daily default fine of up to one tenth of level 3 for continued contravention. A liquidator is treated as an officer for this purpose. Late filing of the amended articles under section 26 carries the same level of penalty.

In practice the bigger risk is commercial. A buyer’s due diligence, a lender or a later Companies House filing can expose a missing resolution, and the register will show an allotment or a change of articles with no authority behind it.

How does this work in practice?

Illustration only. On 3 March a private company passes a written resolution with three items: a special resolution adopting new articles, an ordinary resolution giving the directors authority to allot up to 500 new shares, and an ordinary resolution approving a director’s bonus.

• The special resolution and the new articles must reach Companies House by 18 March, 15 days after the resolution was passed.
• The section 551 authority is also caught because section 551(9) applies Chapter 3, so it goes in the same filing.
• The bonus approval is an ordinary resolution with no filing requirement; it is kept with the company’s records.
• If shares are then allotted on 20 March, form SH01 is due within one month of the allotment.

What mistakes come up most often?

• Filing the new articles but not the special resolution that adopted them, or the reverse. Both are required.
• Assuming an ordinary resolution never needs filing. Section 551 authorities are the most common miss.
• Sending full board or general meeting minutes instead of the resolution itself.
• Forgetting that a unanimous informal agreement among shareholders is caught by section 29(1)(b) and needs a written memorandum if nothing was signed.
• Counting the 15 days from the date the paperwork was finished rather than the date the resolution was passed.

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Related Accountapedia entries

• Ordinary and special resolutions
• Amending articles of association: the procedure
• Written resolutions for private companies
• What rights do shareholders have
• Articles of association and model articles

Related cover: Directors and officers insurance. Ask for a quote or call 01795 841 310.

Sources

• legislation.gov.uk: Act 2006 c. 46, section 30
• legislation.gov.uk: Act 2006 c. 46, section 29
• legislation.gov.uk: Act 2006 c. 46, section 283
• legislation.gov.uk: Act 2006 c. 46, section 21
• legislation.gov.uk: Act 2006 c. 46, section 26
• legislation.gov.uk: Act 2006 c. 46, section 78
• legislation.gov.uk: Act 2006 c. 46, section 551
• legislation.gov.uk: Act 2006 c. 46, section 622
• legislation.gov.uk: Act 2006 c. 46, section 701
• legislation.gov.uk: Act 2006 c. 46, section 570

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.