The Unanimous Resolution of Shareholders is a crucial corporate governance tool in Malta, used when all shareholders agree to make important company decisions without the need for a formal meeting. This document type is specifically recognized under the Malta Companies Act (Cap. 386) and provides an efficient mechanism for company decision-making. It's particularly useful for private companies with a small number of shareholders, though it can be used by companies of any size as long as all shareholders agree. The resolution must contain clear identification of the company, detailed documentation of the decisions being made, and signatures of all shareholders. Common uses include approving annual accounts, appointing directors, authorizing significant transactions, changing company constitution, or declaring dividends. The document must be properly filed with the Malta Business Registry when required by law.
Unanimous Resolution Of Shareholders for Malta
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Key Requirements PROMPT example:
Unanimous Resolution Of Shareholders
"I need a Unanimous Resolution of Shareholders for my Maltese company to appoint two new directors and accept the resignation of one existing director, with these changes to take effect from March 15, 2025."
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1. Company Identification: Full legal name of the company, registration number, and registered office address
2. Date and Time: Date of the resolution
3. Attendance and Quorum: Statement confirming all shareholders' participation and their respective shareholdings
4. Confirmation of Notice: Statement either waiving notice requirements or confirming proper notice was given
5. Resolutions: Clear enumeration of all resolutions being passed, with each resolution clearly numbered and stated
6. Declaration of Unanimity: Statement confirming that all shareholders have agreed to the resolutions
7. Signature Block: Space for all shareholders to sign, including their names, shareholding details, and date
1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need contextual explanation
2. Legal Authority: Reference to specific articles of the company's M&A or relevant laws, used when dealing with special resolutions or regulated matters
3. Conditions Precedent: Any conditions that must be met before the resolutions become effective, used when resolution implementation depends on external factors
4. Implementation Instructions: Specific directions for carrying out the resolutions, used when complex actions are required
5. Company Secretary Certification: Additional certification by the company secretary, used when required for specific regulatory or filing purposes
1. Share Ownership Schedule: Details of current shareholding structure, used when resolution involves share-related matters
2. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., financial statements, valuations)
3. Forms for Filing: Required forms for filing with the Malta Business Registry
4. Power of Attorney: If any shareholders are acting through representatives
5. Certificate of Resolution: Certified extract of the resolution for third-party use
Authors
Relevant legal definitions
Company
Board of Directors
Shareholders
Articles of Association
Memorandum of Association
Ordinary Resolution
Special Resolution
Share Capital
Registrar of Companies
Malta Business Registry
Effective Date
Record Date
Voting Rights
Business Day
Applicable Law
Financial Year
Dividend
Corporate Action
Authorized Representative
Relevant Interest
Board of Directors
Shareholders
Articles of Association
Memorandum of Association
Ordinary Resolution
Special Resolution
Share Capital
Registrar of Companies
Malta Business Registry
Effective Date
Record Date
Voting Rights
Business Day
Applicable Law
Financial Year
Dividend
Corporate Action
Authorized Representative
Relevant Interest
Clauses
Corporate Authority
Director Appointments
Share Capital Changes
Financial Statements Approval
Dividend Declaration
Auditor Appointment
Constitutional Amendments
Business Transfer
Share Transfer
Corporate Restructuring
Asset Disposal
Borrowing Powers
Remuneration Approval
Regulatory Compliance
Company Name Change
Registered Office Change
Banking Arrangements
Corporate Guarantees
Winding Up
Branch Establishment
Director Appointments
Share Capital Changes
Financial Statements Approval
Dividend Declaration
Auditor Appointment
Constitutional Amendments
Business Transfer
Share Transfer
Corporate Restructuring
Asset Disposal
Borrowing Powers
Remuneration Approval
Regulatory Compliance
Company Name Change
Registered Office Change
Banking Arrangements
Corporate Guarantees
Winding Up
Branch Establishment
Relevant Industries
Financial Services
Manufacturing
Retail
Technology
Real Estate
Professional Services
Healthcare
Tourism and Hospitality
Maritime
Gaming
Construction
Import/Export
Education
Transportation and Logistics
Energy
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board of Directors
Executive Management
Shareholder Relations
Corporate Administration
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Director
Chairman
Chief Financial Officer
Corporate Governance Officer
Shareholder Relations Manager
Legal Administrator
Company Administrator
Corporate Services Manager
Regulatory Affairs Manager
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