Written Resolutions for NZ Companies

If you run a New Zealand company, you’ll eventually hit a practical problem: you need a formal decision on record, but you don’t actually need (or want) to get everyone in a room.

That’s where written resolutions come in. They’re a common (and often very efficient) way for directors and shareholders to approve decisions without holding a meeting - as long as you follow the rules in the Companies Act 1993 and any extra rules in your company’s governing documents.

Below, we’ll break down what written resolutions are, when you can use them, what Companies Act requirements you need to keep in mind (including key default voting thresholds), and how to set them up so your business stays protected from day one.

What Are Written Resolutions (And Why Do Small Businesses Use Them)?

A written resolution is a formal resolution that’s recorded in writing and signed (or otherwise approved) by the relevant decision-makers, instead of being voted on at a meeting.

In practice, written resolutions are popular with small businesses because they’re:

Fast (no scheduling a meeting across busy calendars)
Convenient (directors/shareholders can sign remotely)
Clear (you get a written paper trail)
Great for governance (especially when banks, buyers, investors, or accountants ask for evidence)

But it’s important to remember: a written resolution isn’t “less formal” than a meeting resolution. If anything, it’s often more important to do it correctly, because the written record is what you’ll rely on later if there’s a dispute or a due diligence process.

Written resolutions are typically used by:

Directors (board decisions)
Shareholders (shareholder approvals)
Sole directors / sole shareholders (where one person holds all decision-making power)

If you’re setting up governance documents (or tightening them up as you grow), your Company Constitution will often play a big role in how resolutions must be passed and recorded.

Written Resolutions Vs Meetings: What’s The Difference?

The “result” is usually the same - an approved company decision - but the process is different.

Resolutions Passed At Meetings

Meeting resolutions happen at a directors’ meeting or shareholders’ meeting. The company needs to comply with meeting rules, like:

proper notice (where required)
quorum
voting thresholds (ordinary vs special resolution)
minutes and record-keeping

This can be a good option when you need discussion, debate, or negotiation - for example, where directors have different views on strategy.

Written Resolutions

Written resolutions are generally used when:

the decision is straightforward
everyone already agrees (or is likely to)
you need a decision quickly
you’re documenting something you’ve effectively already decided

A key point for small business owners: written resolutions are not meant to “hide” decisions from people who should be involved. If the company’s constitution, shareholder arrangements, or the Companies Act requires particular approvals, you still need to get them.

If you’re operating with more than one owner, this is exactly why a well-drafted Shareholders Agreement matters - it can set expectations around approvals, voting, and what decisions require shareholder sign-off.

When Can Directors Use Written Resolutions In NZ?

Directors often use written resolutions for day-to-day governance and operational approvals. Common examples include:

approving a new contract or supplier arrangement
opening a bank account or approving finance
appointing officers or delegating authority
issuing shares (where director approval is required)
approving the transfer of shares (depending on the constitution and any shareholder arrangements)
recording decisions around conflicts of interest

For many companies (especially closely-held companies), directors’ written resolutions are a routine part of “keeping the company file tidy” - which becomes extremely valuable if you later:

sell your business
bring in an investor
apply for lending
get audited
end up in a shareholder dispute

Directors’ decisions are often recorded as a directors resolution, and the practical reality is that a clear written record can save you a lot of time (and legal spend) later on.

Director Written Resolutions: The Default Rule Is Unanimity

One important Companies Act point that’s easy to miss: a directors’ written resolution generally needs to be signed by all directors who are entitled to vote on it to be valid (unless your constitution provides otherwise). In other words, if you’re relying on a written resolution (instead of a meeting), the default position is unanimity.

So if you have multiple directors and even one eligible director doesn’t sign, you may need to hold a directors’ meeting instead (or check whether your constitution allows a different process).

Director Duties Still Apply

Even if you’re using written resolutions for convenience, directors still need to comply with their legal duties under the Companies Act 1993.

For example, directors generally need to act in good faith and in the best interests of the company, and take reasonable care when making decisions. This is particularly relevant when you’re signing off on things like new funding, big purchases, or related-party arrangements.

If you’re ever unsure whether a decision should be made by directors or shareholders (or whether it needs additional safeguards), it’s worth getting tailored advice before you lock it in.

When Can Shareholders Use Written Resolutions In NZ?

Shareholders can also use written resolutions - and in many small companies, this is how shareholder approvals happen most of the time.

Shareholder written resolutions are commonly used for decisions like:

adopting or amending the company constitution
approving major transactions (depending on your structure and constitution)
changing share rights or share classes
approving certain share issues or buybacks
approving significant changes to company ownership

In companies with multiple owners, the “real world” governance is usually shaped by:

the Companies Act 1993
the company constitution (if you have one)
your shareholders agreement (if you have one)

Where these documents aren’t aligned, things can get messy quickly - for example, if your shareholders agreement says one thing about approvals but your constitution says another, or you don’t have a clear process for documenting decisions.

If you’re changing ownership (even informally, like one co-founder stepping back), it’s worth getting proper documentation in place early. Depending on the situation, this can tie in with changing company ownership and updating the company’s internal records.

Do Written Resolutions Need To Be Unanimous?

It depends who is passing the resolution:

Directors: as noted above, the default Companies Act position for a directors’ written resolution is that it must be signed by all eligible directors (unless your constitution says otherwise).
Shareholders: shareholder written resolutions do not need to be unanimous, but the Companies Act sets a specific default threshold and process. Generally, a shareholder written resolution must be sent to every shareholder entitled to vote on it and signed by shareholders holding at least 75% of the voting rights entitled to vote on the resolution (unless your constitution requires a higher threshold).

Also keep in mind that some decisions require a special resolution under the Companies Act (for example, approving a “major transaction” under the Act, unless an exception applies). If a special resolution is required, you’ll need to meet that special resolution threshold (and any additional class or consent requirements) whether you pass it at a meeting or by written resolution.

In all cases, don’t assume “everyone’s on board” without checking:

who is entitled to vote (for example, different share classes may have different rights)
what threshold applies (including any higher thresholds in your constitution or shareholders agreement)
whether there are any additional consent requirements (e.g. reserved matters under a shareholders agreement)

If you’re in doubt, it’s safer to get advice before circulating documents for signature, especially if the decision could later be challenged.

How To Draft A Written Resolution Properly (Step-By-Step)

A written resolution doesn’t need to be overly complicated - but it does need to be clear, correct, and tailored to the decision you’re making.

Here’s a practical step-by-step approach that works well for most NZ companies.

1. Confirm Who Has The Power To Decide

Start by identifying whether this is a decision for:

directors
shareholders
both (e.g. directors recommend, shareholders approve)

This is where your constitution and shareholders agreement really matter. Getting the “decision-maker” wrong is one of the fastest ways to end up with a resolution that doesn’t actually protect you.

2. Check The Correct Type Of Resolution

Some decisions require an ordinary resolution, while others require a special resolution (which has a higher approval threshold).

Also note the process can change depending on whether you’re using a meeting or a written resolution. For example, shareholder written resolutions often have a higher default threshold than an ordinary resolution passed at a meeting, so it’s important to match the document to the right legal pathway.

Even in a small business where everyone is friendly, you want to treat the paperwork seriously - especially if you later need to show that the decision was properly authorised.

3. Write The Resolution In Plain English

Your written resolution should make it obvious:

what decision is being approved
who is approving it
the date it takes effect
any conditions (for example, “subject to finance” or “subject to execution of final documents”)

Try to avoid vague wording like “approved in principle” unless you genuinely mean it and you understand what comes next.

4. Attach Supporting Documents (If Relevant)

If the resolution is approving a specific contract or transaction, attach it or refer to it clearly (e.g. “the Supply Agreement in the form tabled”).

This is a simple step that can prevent arguments later about what exactly was approved.

5. Ensure The Resolution Is Signed And Dated Correctly

Depending on the company and the decision, this may involve:

all directors signing
a required percentage of shareholders signing (often at least 75% for shareholder written resolutions, unless your constitution requires more)
additional signatures where class approvals or extra consents apply

You’ll also want to consider how signing happens (wet ink vs electronic signing), and whether witnesses are needed for any related documents.

If you’re dealing with deeds or more formal documents alongside the resolution, it can help to understand electronic witnessing of documents and what’s acceptable in practice.

6. Store It In Your Company Records

Once signed, file it properly with your other corporate records. This includes:

director and shareholder resolutions
share registers and share transfer forms
key contracts
copies of your constitution and shareholders agreement

If you ever go through due diligence (for example, during a capital raise or business sale), good record-keeping can make your company look far more “investment-ready”.

Common Written Resolution Scenarios (And The Mistakes We See)

Written resolutions are meant to make life easier - but we often see businesses run into problems when they treat them as a quick admin task rather than a legal record.

Here are some common scenarios where written resolutions come up, and what to watch out for.

Bringing In A New Shareholder Or Investor

If you’re issuing shares or changing shareholdings, you may need director resolutions, shareholder resolutions, and updates to company records.

Where businesses often get stuck is when they try to “paper it later” - and then months (or years) pass. That can lead to disputes about ownership, voting rights, and dividends.

If you’re dealing with a share transfer, your process may also overlap with how to transfer shares, especially where approvals are required.

Entering A Major Contract

Some businesses rely on a director’s verbal “yes” and then sign a contract under pressure. Later, questions pop up like:

Did the director actually have authority to sign?
Did the board approve the risk?
Are there any conflicts of interest?

A directors’ written resolution can help show that the company decision-making process was followed - which is useful not only internally, but also if the other party later challenges the deal.

Buying Or Selling A Business

During a sale, buyers and their advisors often look for evidence that key decisions were properly approved. Missing resolutions can create delays, renegotiations, or (in some cases) a deal falling over.

Having clean governance records can also make the business feel lower-risk and more professionally run. If you’re approaching a sale, it’s worth thinking ahead about your documentation and agreements, including a Business Sale Agreement where appropriate.

Using Templates That Don’t Match Your Company’s Setup

This is a big one. A generic written resolution template might:

refer to the wrong approving party
assume a voting threshold that doesn’t apply to your company (for example, assuming a majority is enough for a directors’ written resolution when the default rule is unanimity, or assuming an ordinary shareholder majority is enough for a shareholder written resolution when the Act’s default is 75%)
miss required wording for special resolutions
fail to deal with conflicts or related-party approvals

It’s usually cheaper (and far less stressful) to get your resolutions and governance documents set up properly now than to fix them under pressure later.

Key Takeaways

Written resolutions are a practical way for NZ directors and shareholders to approve company decisions without holding a meeting, but they still need to follow the Companies Act 1993 and your company’s governing documents.
Directors commonly use written resolutions for operational decisions, approvals, and delegations - but the default Companies Act position is that directors’ written resolutions must be unanimous (unless your constitution provides otherwise), and director duties still apply even when the decision feels “routine”.
Shareholders can also pass written resolutions, and these are often used for major ownership and governance decisions, especially in closely-held companies - but shareholder written resolutions generally require signatures from shareholders holding at least 75% of voting rights (unless your constitution requires more) and must be circulated to all shareholders entitled to vote.
A good written resolution should clearly state what’s being approved, who is approving it, when it takes effect, and should attach or clearly identify any key documents it relates to.
Common mistakes include using the wrong approving party, relying on vague wording, missing required thresholds (including the Act’s default thresholds), and failing to store signed resolutions properly in company records.
If you have multiple owners, aligning your constitution and Shareholders Agreement can prevent disputes and make written resolutions much easier to manage as you grow.

General information only: This article is for general information and doesn’t take into account your specific circumstances. It isn’t legal advice. If you’d like advice on written resolutions (including what thresholds apply to your company under the Companies Act and your constitution), get in touch with a lawyer.

If you’d like help getting your company’s written resolutions, governance documents, or approval processes sorted, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.

Written Resolutions for NZ Companies: Approvals Without Meetings