Members – custom resolutions
What is a custom members’ resolution?
Kudocs offers a wide range of pre-defined actions that you can use to make legal changes to your company. These include – where necessary – resolutions drafted by our lawyers.
However, you may want to run your own – custom – resolutions to be passed by members of the company. First, create your own content for ordinary or special resolutions (or get your advisors to do it for you). Next, use our platform to circulate the resolution to your company’s members, get them to vote electronically, count the votes and have a complete record and audit log of the process. Use Kudocs to do the hard work!
N.B. This is only available to customers on the Dynamic, Advanced, Enterprise or Limited by Guarantee packages. See here for more on package options.
What type of resolution is this?
Kudocs will generate a written resolution for members of the company with voting rights, to be voted on electronically. You can create ordinary or special resolutions.
- Ordinary resolutions require more than 50% of the voting rights to be cast in favour before the deadline, or the resolution will be rejected.
- Special resolutions require at least 75% of the voting rights to be cast in favour before the deadline, or the resolution will be rejected.
It is your responsibility to check whether your company has consent to use electronic communications with shareholders before using the Kudocs route. For Companies Act 2006 purposes, Kudocs also assumes that all written resolutions are being proposed by the board rather than by members.
This process is for decisions requiring a formal resolution of the company’s members. If your company needs to obtain shareholder/investor consents for a specific matter, use our separate tool here for custom investor/member consents (and see our FAQ!).
How long will the members have to approve this resolution?
This will depend on the company’s settings in Kudocs – which can be adjusted according to the company’s particular rules . Those are usually contained in the articles of association. If the articles are silent, the default period under the Companies Act 2006 is 28 days after the resolution was sent out to members.
Does Kudocs send out reminders while the resolution is running?
Yes, the system sends reminders to the user who initiated the process at certain intervals. These remind them that the vote is still pending and when the deadline is. The user can then encourage voters to participate before the deadline – including by using Kudocs to resend the email to specific voters.
What happens if the necessary votes are not cast by the expiry date?
The resolution will be shown as rejected.
You may want to discuss next steps with the directors and/or the company’s advisors. Don’t panic – if need be, you can always start another resolution via Kudocs!
If you are using Kudocs for multiple resolutions in one go, the members have the option to vote separately on each resolution. If one resolution is rejected, the others in the same email may still be passed.
Where is the resolution stored after it is passed?
The resolution, including signatures etc., will be stored in the Document Store. You also have the option to link it to a transaction bible (if available under your package). This means the signed resolution can be stored alongside related documents for easy reference and retrieval.
Does anything need to be filed at Companies House?
Special resolutions must be filed at Companies House within 15 days of the date they are passed. This cannot be done electronically via Kudocs – they have to be submitted in hard copy or uploaded directly to Companies House as a signed pdf. See our FAQ for more details. Kudocs can also give you guidance on how to do this.
Kudocs lets you generate a copy for Companies House filing signed by a director/secretary. This avoids shareholder signatures being shown to the public at Companies House.
Ordinary resolutions falling under Part 3, Chapter 3 of the Companies Act 2006 must also be filed at Companies House in the same way as special resolutions.
Can I customise any other types of resolution/ consent?
Yes. You can send custom director resolutions and investor consents.
Last updated: 10/06/2026 by Kudocs Admin