This article is for Irish company directors and startup founders who need to make business decisions but aren't sure whether they need a formal meeting or can just get signatures.
If you're wondering when you can skip the meeting and use a written resolution instead, this guide covers what written resolutions are, when they're legally valid, and exactly when to use them versus holding an actual meeting.
Key Takeaways
• Written resolutions are legally valid and work best for routine decisions where everyone agrees without discussion.
• Director resolutions typically require all directors to sign; shareholder resolutions need 50% for ordinary or 75% for special resolutions.
• Shareholder written resolutions must be passed within 28 days of circulation or they automatically fail under law.
• Electronic signatures are legally valid, allowing you to circulate resolutions by email and accept digital signatures.
• Use written resolutions for speed and convenience, but hold actual meetings for complex decisions requiring discussion or deliberation.
Yes, written resolutions are fully recognized under Irish company law and explicitly permitted by the Companies Act. Courts treat them exactly the same as decisions made at formal meetings, as long as you follow the procedures specified in your company constitution.
When should I use a written resolution instead of holding a meeting?
Use written resolutions for routine or straightforward decisions where everyone agrees and no discussion is needed, such as approving standard contracts, appointing employees, opening bank accounts, or declaring dividends. Hold actual meetings for complex decisions, contentious matters, strategic planning, or when deliberation adds genuine value beyond just voting.
Do all directors need to sign a written resolution for it to be valid?
Yes, all directors must sign for a director written resolution to be valid, unless your company constitution says otherwise. The resolution becomes effective when the last required director signs, and you should date it accordingly.
What percentage of shareholders need to sign a written resolution?
It depends on the type of resolution: ordinary resolutions need over 50% approval, special resolutions need 75% approval, and some decisions require unanimous shareholder consent. Check your company constitution to confirm the exact percentage needed for your specific decision.
How long do shareholders have to pass a written resolution?
Shareholder written resolutions must be passed within 28 days of circulation under Irish law. If not passed within this timeframe, the resolution fails. Director written resolutions have no statutory time limit, but it's practical to set your own deadline (typically 7 days).
Can I use electronic signatures for written resolutions?
Yes, electronic signatures are legally valid for written resolutions in Ireland. You can circulate resolutions by email and accept digital signatures through DocuSign, PDF signatures, or even typed names, as long as the method creates a clear, dated record.
What happens if one director refuses to sign a written resolution?
If your director resolution requires unanimity (which is typical), one refusal blocks the decision entirely. You'll need to hold a meeting and vote instead to move forward with the decision.
How should I store completed written resolutions?
Keep written resolutions with your company records in the same place as meeting minutes, available for inspection just like meeting minutes. You must retain them for at least six years, and organized record-keeping prevents problems during audits, fundraising, or exits.
Can I discuss a decision informally before circulating a written resolution?
Yes, many companies effectively combine both methods by holding a video call to discuss the decision first, then circulating a written resolution to formalize it once everyone agrees. This gives you the discussion benefits plus the convenience of written approval, and you should document that the discussion occurred.
