A Guide to Limited Company Resolutions in Ireland (Companies Act 2014)

If you run a limited company in Ireland, you’ll need to make formal decisions from time to time — changing your company name, appointing directors, approving accounts, or altering your constitution. These formal decisions are called company resolutions, and getting them right isn’t just good practice. It’s a legal requirement under the Companies Act 2014.

The good news? Once you understand how resolutions work, they’re straightforward. This guide covers everything you need to know — the different types, how to pass them, what records to keep, and when you need to file with the Companies Registration Office (CRO). Whether you’re a single-member company or have multiple shareholders, we’ll walk you through it step by step.

What Are Company Resolutions in Ireland and Why Do They Matter?

A resolution is simply a formal decision made by the members (shareholders) of a company, or sometimes by the directors via a board resolution. Think of it as the official record that says “we’ve agreed to do this.” It’s not enough to just decide something over a phone call or in a casual conversation — certain decisions must be documented as resolutions to have legal effect.

Under the Companies Act 2014, resolutions are required for a wide range of corporate actions. These include approving the annual accounts, changing the company’s constitution, appointing or removing directors, and authorising share allotments. Your company’s own constitution may also specify additional matters that require a resolution.

Why do they matter so much? Three reasons. First, legal validity — without a properly passed resolution, certain decisions simply aren’t valid in law. Second, corporate governance — resolutions create an audit trail showing that decisions were made properly, which protects directors and members alike. Third, CRO compliance — some resolutions must be filed with the CRO, and failure to do so can result in penalties and strike-off proceedings.

The main types you’ll encounter are ordinary resolutions, special resolutions, written resolutions (both unanimous and majority), and single-member company resolutions. Let’s break each of these down.

What Types of Resolutions Can a Limited Company Pass in Ireland?

Irish company law provides several categories of resolution, each suited to different situations and carrying different requirements. Here’s a clear overview of the landscape.

Ordinary Resolutions vs Special Resolutions

An ordinary resolution is defined under Part 2 of the Companies Act 2014 as a resolution passed by a simple majority — that is, more than 50% of the votes cast by members entitled to vote. Most routine company decisions require only an ordinary resolution. Appointing directors, approving the annual accounts, and declaring dividends are common examples.

A special resolution requires a higher threshold — at least 75% of the votes cast by members who are entitled to attend and vote at a general meeting of the company. A special resolution is required for more significant changes: altering the company’s constitution, changing the company name, reducing share capital, or winding up the company voluntarily. The higher bar reflects the gravity of these decisions.

Feature	Ordinary Resolution	Special Resolution
Voting threshold	Simple majority (more than 50%)	75% or more of votes cast
Notice period (at meeting)	Typically 14 days	At least 21 days’ notice (unless members waive that right under section 191)
Common uses	Appointing directors, approving accounts	Changing constitution, changing company name, winding up
CRO filing required?	Only for certain ordinary resolutions	Yes — a copy of a special resolution must be filed
Can be passed as written resolution?	Yes	Yes

Resolutions at Meetings vs Written Resolutions

Resolutions can be passed at a general meeting (either an annual general meeting or an extraordinary general meeting) or as a written resolution without holding a meeting at all. For most private companies and companies limited by shares registered in Ireland, written resolutions are far more practical — there’s no need to hold a general meeting just to approve a routine decision.

The Companies Act 2014 introduced two types of written resolution under sections 193 and 194: the unanimous written resolution and the majority written resolution. Both allow powers exercisable by a company in general meeting to be exercised without actually convening one.

Single-Member Company Resolutions

For single-member companies (which are very common in Ireland), the process is even simpler. The sole member can make decisions that would normally be passed at a general meeting, and these are exercisable by the sole member without the need to hold a formal meeting. We’ll cover the specific requirements for these later in this guide.

How Do Resolutions Work at General Meetings (AGMs/EGMs)?

A resolution passed at a meeting of the company duly convened and held is the traditional way Irish companies make formal decisions. While written resolutions have become the norm for most private companies, there are situations where a meeting is still necessary — or simply preferred.

Key Meeting Mechanics

Notice requirements: Members of the company must receive proper notice before any general meeting. For an annual general meeting, at least 21 days’ notice is required. For a meeting at which a special resolution will be proposed, you also need at least 21 days’ notice — unless members waive that right under the relevant section of the Act. For other extraordinary general meetings, less than 21 days’ notice may suffice depending on the resolution type, but 14 days is the standard minimum.

Quorum: The minimum number of members who must be present (in person or by proxy) before business can be transacted. Your constitution will typically specify the quorum — for many private companies, it’s two members present in person or by proxy.

Voting: Members can vote at a general meeting in person or by proxy. Voting is usually on a show of hands initially, but any member can demand a poll (one vote per share). The right to attend and vote is fundamental — you cannot exclude members of a company who are entitled to attend and vote.

Minutes: The proceedings of a general meeting must be recorded. These minutes form part of your statutory books and serve as evidence that decisions were properly made. Keep them safe — they’re your proof of compliance.

Common Scenarios for Meeting Resolutions

You’ll typically use meeting resolutions when there’s genuine debate among shareholders, when the constitution requires it, or for the annual general meeting itself. Every company must hold an AGM within 18 months of incorporation, and thereafter must hold an AGM within 18 months of the previous one (though certain private limited companies can elect to dispense with this requirement).

How Do You Pass a Written Resolution in Ireland? (Step-by-Step)

A written resolution lets members of a company make decisions without the need to hold a general meeting. It’s quicker, cheaper, and far more practical — especially for small and medium-sized Irish companies. The 2014 Act formalised two routes: the unanimous written resolution under section 193 and the majority written resolution under section 194.

Step-by-Step Process

1. Draft the resolution: Write out the proposed text of the resolution clearly. Specify whether it is an ordinary or a special resolution. Include the exact wording of what’s being decided.
2. Identify the type: Decide whether you need a unanimous written resolution (signed by all the members) or a majority written resolution. If the decision could be made by ordinary resolution at a meeting, a majority written ordinary resolution will usually suffice. If a special resolution is required, you’ll need a majority written special resolution — or unanimous consent.
3. Circulate to all members: The company shall notify every member who is entitled to vote on the resolution. Send them the documents constituting the written resolution along with a resolution and an explanation of its purpose. Every member entitled to vote must receive a copy — not just those you expect to agree.
4. Collect approvals: Members sign to indicate their agreement. A resolution is not contemporaneously signed in most cases — members can sign at different times and in different copies (counterparts).
5. Confirm the pass date: The resolution is deemed passed on the date when the last required signature is obtained — whether that’s 100% for unanimous or the relevant majority threshold.

Who Must Receive Written Resolutions?

The company shall notify every member entitled to attend and vote. This includes all shareholders on the register at the date of circulation. You cannot cherry-pick — the rights of all the members must be respected. Even if a member or members who alone or together hold a small percentage, they must receive the written resolution.

What Decisions Can and Cannot Be Made by Written Resolution?

Most decisions that could be passed at a general meeting can be made by written resolution. However, there are exceptions. A written resolution could only be used for decisions that don’t specifically require a meeting under the Act. For example, removing a director under section 146 requires a meeting to allow the director to be heard. Similarly, resolutions or agreements which effectively alter class rights may require specific meeting procedures.

What If Someone Doesn’t Respond?

Here’s where the distinction between unanimous and majority written resolutions becomes critical. For a unanimous written resolution, every single member must sign — if one person doesn’t respond, the resolution cannot pass. For a majority written resolution, you only need the relevant threshold, so non-responses from minority shareholders won’t block the decision provided enough members who alone or together represent more than 50% (for ordinary) or 75% (for special) have signed.

How Do You Prepare a Written Resolution Document?

Getting the documentation right is essential. A written resolution document should include the following must-have elements:

1. Company name in full, as registered with the CRO
2. CRO number
3. Resolution type: clearly state whether it is a special or an ordinary resolution, and whether it is being passed under section 193 (unanimous) or section 194 (majority)
4. Exact wording of the resolution — be precise and unambiguous
5. Date of circulation and space for the date of signing
6. Signature lines for each member, with their name and shareholding
7. Reference to the relevant section of the Companies Act 2014 (e.g., “Passed as a written ordinary resolution pursuant to section 194 of the Companies Act 2014”)

Where relevant, attach supporting documents — such as the proposed new constitution, a director’s consent to act, or financial statements. These form part of the documents constituting the written resolution and should be referenced clearly in the resolution text.

What Majority Is Required for Written Resolutions?

The threshold depends on which type of written resolution you’re using and whether the underlying decision requires an ordinary or special resolution.

Unanimous Written Resolution (Section 193)

A unanimous written resolution must be signed by all the members of the company who are entitled to vote. That means 100% agreement. The beauty of this is its simplicity — you don’t need to worry about notice periods or meeting formalities. Once signed by all the members, it takes effect immediately. It’s ideal for companies where all shareholders are aligned and accessible.

Majority Written Resolution (Section 194)

A majority written resolution is deemed passed when signed by the member or members who alone or together hold the relevant statutory threshold of voting rights. For a majority written ordinary resolution, that means members entitled to vote who represent more than 50% of the total voting rights. For a majority written special resolution, you need 75% or more.

There’s an important timing element here. A majority written special resolution takes effect 21 days after the last required signature — not immediately. This gives minority shareholders time to challenge the decision if needed. A resolution takes effect 21 days after the signing of the resolution by the last signatory to meet the threshold. A resolution specifies its effective date in this way to protect minority rights. However, members can waive that right under section 194, allowing the resolution to take effect sooner.

Impact on Directors

Directors should be aware that certain resolutions require their involvement — either to propose the resolution, to provide information to members, or to take action once it’s passed. Board resolutions (decisions of the directors rather than the members) are a separate matter entirely, governed by the company’s constitution and general company law principles.

Procedural Requirements for Unanimous and Majority Written Resolutions

Both types have specific procedural requirements. Getting these wrong can invalidate the resolution, so pay attention to the details.

Unanimous Written Resolution (Section 193)

1. Must be signed by all members entitled to vote
2. No formal notice period required
3. Takes effect on the date of the last signature
4. The company shall retain the documents constituting the written resolution for at least 10 years
5. Can be used for both ordinary and special resolutions

Majority Written Resolution (Section 194)

1. Must be circulated to all members entitled to vote (not just those whose votes you need)
2. Must include the proposed text of the resolution and an explanation of its effect
3. A majority written ordinary resolution requires signatures from members holding more than 50% of voting rights
4. A majority-written special resolution requires signatures from members holding 75% or more of voting rights
5. Special resolution takes effect 21 days after the threshold is met (unless members waive that right)
6. The company shall retain all documents for at least 10 years

Practical Compliance Checklist

1. Confirm the type of resolution required (ordinary or special)
2. Choose your method (unanimous or majority written resolution, or meeting)
3. Draft the resolution with all required elements
4. Circulate to all members entitled to vote
5. Collect signatures and record the date each member signs
6. Confirm when the threshold is met and record the effective date
7. File with the CRO if required (see below)
8. Store all documents in the company’s statutory books

What Records Must a Limited Company Keep, and Do Resolutions Need CRO Filing?

Record-keeping is a legal obligation, not a nice-to-have. Under the Companies Act 2014, every limited company must maintain proper statutory books, and these must include copies of all resolutions passed.

Record-Keeping Requirements

The company shall retain the documents constituting every written resolution, along with the dates of circulation and signing. Minutes of all proceedings of a general meeting must also be kept. These records form part of your company secretarial obligations and should be stored securely — either in hard copy or electronic form — for a minimum of 10 years.

CRO Filing Requirements

Not all resolutions need filing, but many do. You must file a copy of a special resolution with the CRO within 15 days of it being passed. Certain ordinary resolutions also require filing — particularly those relating to share capital, director appointments, or changes to the company’s registered office. Resolutions or agreements which effectively alter the company’s constitution must also be filed.

The consequences of not filing? The CRO can impose late filing penalties, and persistent non-compliance can lead to strike-off proceedings. For limited companies and companies limited by guarantee, maintaining your CRO compliance record is essential — it affects your company’s public profile and can impact your ability to do business.

Practical Tip: Create a Filing Workflow

We’d recommend setting up a simple workflow. Every time a resolution is passed, ask three questions: (1) Does this need CRO filing? (2) What’s the deadline? (3) Who’s responsible for filing? A shared spreadsheet or calendar reminder can save you from costly oversights. Your accountant or company secretarial adviser can help you determine which filings are required.

Are Electronic Signatures Allowed for Written Resolutions?

The reality is that most Irish companies now handle resolutions electronically — especially since the pandemic normalised remote working. The Electronic Commerce Act 2000 provides the legal basis for electronic signatures in Ireland, and the Companies Act 2014 does not explicitly prohibit their use for written resolutions.

That said, you should take a practical approach. Electronic signatures (including platforms like DocuSign or Adobe Sign) are generally acceptable for written resolutions, provided the following conditions are met:

1. The signatory can be clearly identified
2. The signature is reliably linked to the person
3. There’s a clear audit trail (timestamp, IP address, email confirmation)
4. The signed document cannot be altered after signing

Common Pitfalls

Watch out for a few things. First, some older constitutions may specifically require “wet ink” signatures — check your company’s constitution before relying solely on e-signatures. Second, if you’re filing a resolution with the CRO, confirm that they accept electronically signed documents (they increasingly do, but requirements can change). Third, always keep the complete audit trail — the fact that the resolution was signed electronically, by whom, and when.

How Do Resolutions Work for Single-Member Companies?

Single-member companies are extremely common in Ireland, and the Companies Act 2014 provides a streamlined process for them. Where powers are normally exercisable by the members collectively in a general meeting, they are instead exercisable by the sole member without the need to hold a general meeting.

The sole member can simply sign a written resolution — there’s no need to convene a meeting, send notices, or worry about quorum. The decision is effective when signed. However, the procedural requirements still apply: the resolution must be properly documented, recorded in the company’s statutory books, and filed with the CRO where required.

One important point: even for single-member companies, the decision must be recorded in writing. A verbal instruction to your accountant doesn’t constitute a valid resolution. The company shall retain a written record of every decision that would otherwise have required a resolution at a general meeting. This protects both you and the company, particularly if the company is audited or if questions arise in the future.

FAQs About Limited Company Resolutions in Ireland

Do I always need a written resolution for small companies?

Not always, but it’s strongly recommended. For private companies with a small number of shareholders, a written resolution is almost always the most practical route. It avoids the formality of convening a general meeting while still satisfying the legal requirements. Some decisions (like removing a director) do require a meeting, but for most routine matters, a written resolution is perfectly sufficient.

What’s the difference between a unanimous and a majority written resolution?

A unanimous written resolution under section 193 must be signed by all the members entitled to vote and takes effect immediately upon the last signature. A majority written resolution under section 194 only requires the relevant majority threshold (more than 50% for ordinary, 75% for special) but comes with additional procedural requirements — including circulation to all members and, for special resolutions, a 21-day waiting period before it takes effect.

What happens if a shareholder doesn’t sign?

For a unanimous resolution, it simply won’t pass — you’d need to either persuade the dissenting member or convene a general meeting instead. For a majority written resolution, a non-response from a minority shareholder won’t block the decision, provided enough other members entitled to vote have signed to meet the required threshold.

Do all resolutions need CRO filing?

No. All special resolutions must be filed with the CRO within 15 days, along with certain ordinary resolutions (particularly those affecting share capital or the company’s constitution). Your accountant or company secretary can advise on which specific resolutions require filing a resolution with the CRO in your circumstances.

How long should we keep records of resolutions?

The company shall retain the documents constituting any written resolution, along with minutes of meetings, for at least 10 years. In practice, we’d recommend keeping them indefinitely — storage costs are minimal, and these records can be invaluable if questions arise years down the line. They form a permanent part of your company’s statutory books.

Need Help Drafting or Filing a Resolution Correctly?

We know that company resolutions can feel like just another piece of paperwork — but getting them right protects your business and keeps you on the right side of Irish company law. Whether you need to pass a straightforward ordinary resolution, navigate a complex special resolution, or simply want someone to handle your company secretarial obligations, we’re here to help.

At Coffey & Co, we work with limited companies across Limerick and throughout Munster, handling everything from resolution drafting and CRO filings to full company secretarial support. We understand how difficult it can be to stay on top of compliance when you’re busy running your business — that’s exactly what we’re here for.

Get in touch today to discuss your company’s needs. Whether it’s a quick question about an upcoming resolution or ongoing support for all your Companies Act 2014 obligations, we’ll make sure everything is done properly — so you can focus on what you do best.

The information in this blog is provided for general informational purposes only and does not constitute accounting, tax, business, or legal advice. While Coffey & Co aims to ensure the content is accurate and up to date, no guarantee is given regarding its completeness or suitability for any particular purpose.