Shareholder Resolution Template for New Zealand

Use a shareholder resolution whenever a matter sits with the owners rather than the board, or where the Companies Act 1993 or your constitution requires shareholder approval. Common triggers include changing the company's constitution, issuing new shares, changing shareholder rights, appointing or removing directors, approving major asset sales, or ratifying action taken outside the board's authority.

Resolutions matter most during restructures, mergers, capital raises, or when minority shareholders want a formal route to raise governance concerns. For NZX-listed companies, shareholders may also use them on matters like director remuneration or major transactions covered by the listing rules. Timing is the key discipline. Propose the resolution early enough to meet the notice period in your constitution and the Act, so every shareholder has time to consider it before the annual general meeting or a special meeting.

If you're a founder or commercial lead handling this without an in-house lawyer, GenieAI can draft the resolution, check it against the Companies Act 1993, and flag risks against your own constitution so you can agree with confidence. If your governance also runs through the directors, our board resolution templates cover the board-level side.

• Ordinary Resolution Of Shareholders: Requires a simple majority (50%+) for routine matters like approving financial statements or declaring dividends
• Shareholder Special Resolution: Needs 75% shareholder approval for major changes like altering the constitution or company name
• Annual General Meeting Resolution: Specifically formatted for decisions made at AGMs, covering yearly business matters
• Appointing A Director By Ordinary Resolution: Used to formally add new directors to the board
• Removing A Director By Ordinary Resolution: Enables shareholders to remove directors through majority vote

• Shareholders: Propose and vote on resolutions, especially minority shareholders who need formal mechanisms to influence company decisions
• Company Directors: Review proposed resolutions, implement approved changes, and ensure compliance with the Companies Act 1993
• Company Secretary: Manages the administrative process, ensures proper notice periods, and maintains resolution records
• Legal Counsel: Drafts resolution text, advises on legal requirements, and ensures compliance with company constitution
• Corporate Advisors: Help structure complex resolutions for major transactions or company restructures
• NZX Officials: For listed companies, monitor compliance with listing rules and disclosure requirements

• Company Details: Gather the current constitution, shareholding structure, and Companies Office records
• Resolution Type: Determine whether an ordinary (50%) or special (75%) majority applies to the matter at hand
• Notice Requirements: Check the minimum notice periods and any term set in the constitution and Companies Act 1993
• Supporting Documents: Prepare explanatory notes, financial information, or expert reports where relevant
• Shareholder Rights: Confirm voting rights and any restrictions in shareholders' agreements
• Draft Resolution: Use our platform to generate a document that is sound in law and includes all required elements
• Meeting Details: Set the date, time, and format (in-person or virtual) for the shareholders' meeting

• Company Identification: Full legal name, company number, and registered office address
• Resolution Title: Clear statement if it's an ordinary or special resolution
• Meeting Details: Date, time, and place where resolution was passed
• Resolution Text: Clear, specific proposal using "RESOLVED THAT" format
• Voting Results: Number of votes for/against and confirmation of required majority
• Authentication: Chairperson's signature and date of certification
• Supporting Information: Any relevant appendices or explanatory notes
• Statutory References: Relevant sections of Companies Act 1993 or company constitution

Shareholder resolutions are often confused with a Board Resolution, but they serve distinct purposes in corporate governance. Both are formal decisions, but they come from different authority levels and follow different rules under the Companies Act 1993.

• Decision-Making Authority: Shareholder resolutions require voting by the company's owners and address major company changes, while a board resolution reflects the exercise of directors' power in day-to-day management
• Voting Requirements: Shareholder resolutions need specific majority thresholds (50% for ordinary, 75% for special), whereas board resolutions typically call for a simple board majority
• Scope of Decisions: Shareholder resolutions handle fundamental changes like constitution amendments or major asset sales; a board resolution covers operational matters like opening bank accounts or appointing officers
• Legal Documentation: Shareholder resolutions require formal notice periods and meeting minutes (or a written resolution signed by the required percentage of shareholders); board resolutions can often be passed by written resolution without a formal meeting

A quick test: if the action changes who owns or controls the company, or amends its founding documents, it usually calls for a shareholder resolution. If it's about running the company day to day, a board resolution is normally enough.