Shareholders Resolution Template for England and Wales

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Key Requirements PROMPT example:

Shareholders Resolution Template

I need a Shareholders Resolution Template for our tech startup to approve a new share issuance to investors, scheduled for March 2025, which will require a special resolution with provisions for electronic voting.

Document background
The Shareholders Resolution Template is essential for companies registered in England and Wales to formally document shareholder decisions. This template is used when shareholders need to approve corporate actions, ranging from changing company articles to approving major transactions. The document must comply with the Companies Act 2006 and can be adapted for both ordinary resolutions (requiring 50% approval) and special resolutions (requiring 75% approval). It includes key information such as the resolution text, voting records, and authentication details.
Suggested Sections

1. Title and Company Details: Company name, registration number, and date of resolution

2. Type of Resolution: Specification of whether ordinary or special resolution

3. Text of Resolution(s): Clear statement of what is being resolved

4. Voting Record: Record of votes cast or unanimous written consent

5. Authentication: Signature section and certification of resolution

Optional Sections

1. Recitals: Background information explaining why resolution is needed - used for complex resolutions requiring context

2. Notice Details: Information about notice given to shareholders - used for resolutions passed at physical meetings

3. Quorum Statement: Confirmation of quorum requirements being met - used for physical meetings

Suggested Schedules

1. Voting Record Schedule: Detailed breakdown of votes cast by each shareholder

2. Supporting Documents: Any referenced documents requiring shareholder approval

3. Meeting Minutes: If resolution passed at physical meeting, attached minutes - included for resolutions passed at physical meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Companies Act 2006 - Resolution Basics: Sections 281-288 covering fundamental aspects of Resolutions and Meetings, including procedures, notice requirements, and voting mechanisms

Companies Act 2006 - Written Resolutions: Sections 291-293 detailing the procedures and requirements for written resolutions, including circulation and approval processes

Companies Act 2006 - Member Rights: Sections 298-300 outlining members' powers to require circulation of resolutions and related procedures

Companies Act 2006 - Quorum Requirements: Section 318 specifying the minimum number of shareholders required for a valid meeting

Companies Act 2006 - Resolution Types: Sections 282-283 defining ordinary and special resolutions and their respective voting thresholds

Model Articles of Association: The Companies (Model Articles) Regulations 2008 providing default articles for company constitution

UK Corporate Governance Code: Guidelines and principles for corporate governance, particularly relevant for listed companies

FCA Listing Rules: Financial Conduct Authority regulations applicable to listed companies regarding shareholder resolutions

Companies Act 2006 - Capital Changes: Part 17 governing share capital structures, alterations, and related shareholder approvals

Companies Act 2006 - Director Appointments: Part 10 regulating the appointment, removal, and duties of company directors

Companies Act 2006 - Company Names: Part 5 covering procedures and restrictions for company name changes

Companies Act 2006 - Articles Alterations: Part 3 detailing requirements for amending a company's articles of association

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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