Shareholder Resolution Template for Qatar

A Shareholder Resolution is a formal proposal put forward by shareholders at a company's general meeting under Qatar's Commercial Companies Law. It lets shareholders vote on important company matters, from appointing directors to approving major business decisions or changing company policies.

Under Qatari regulations, shareholders owning at least 5% of shares can submit these resolutions for consideration. The resolution becomes binding when approved by the required majority - typically 51% for ordinary resolutions and 75% for special resolutions that involve significant changes like amending the company's articles of association or increasing share capital.

Use a Shareholder Resolution when your company needs formal approval for significant changes under Qatar's Commercial Companies Law. Common situations include appointing or removing board members, approving annual financial statements, declaring dividends, or making major business decisions like mergers and acquisitions.

This formal process becomes essential for protecting shareholder interests in Qatari companies during key transitions. For example, when planning to issue new shares, modify voting rights, or change the company's name or business objectives. Getting shareholder approval through a proper resolution helps avoid legal challenges and ensures compliance with Qatar Financial Markets Authority regulations.

• Ordinary Resolutions: Used for routine business decisions requiring a simple majority (51%) like appointing directors, approving annual accounts, or declaring dividends
• Special Resolutions: Required for fundamental changes needing 75% approval, such as amending articles of association or increasing share capital
• Written Resolutions: Allow shareholders to pass decisions without holding a physical meeting, common for private companies under Qatari law
• Unanimous Resolutions: Required when all shareholders must agree, typically for changing core company rights or obligations

• Shareholders: Propose and vote on resolutions, with those holding 5% or more of shares having special rights to submit proposals under Qatari law
• Board of Directors: Present resolutions to shareholders, implement approved decisions, and ensure compliance with Qatar Commercial Companies Law
• Company Secretary: Drafts resolution text, maintains records, and ensures proper filing with Qatar Financial Markets Authority
• Legal Counsel: Reviews resolution language, ensures compliance with local regulations, and advises on voting requirements
• External Auditors: Verify financial-related resolutions and provide independent assessment when required

• Company Details: Gather current articles of association, shareholder registry, and recent board minutes
• Resolution Type: Determine if ordinary (51%) or special (75%) majority needed under Qatari law
• Supporting Documents: Collect financial statements, valuation reports, or other relevant materials
• Notice Requirements: Calculate proper notice period for shareholders as per Qatar Commercial Companies Law
• Draft Resolution: Use our platform's templates to ensure compliance with local requirements and proper formatting
• Verification: Check quorum requirements and voting rights before finalizing

• Company Information: Full legal name, commercial registration number, and registered address in Qatar
• Meeting Details: Date, time, location, and type of meeting (ordinary or extraordinary)
• Resolution Text: Clear statement of the proposed action in both Arabic and English
• Voting Requirements: Specified majority needed and actual votes recorded
• Quorum Statement: Confirmation that required attendance threshold was met
• Authorizations: Names and powers of individuals authorized to implement the resolution
• Authentication: Chairman's signature, company seal, and necessary witness attestations

A Shareholder Resolution differs significantly from a Board Resolution in several key aspects under Qatar's Commercial Companies Law. While both are formal corporate decisions, they serve distinct purposes and involve different stakeholders.

• Authority Level: Shareholder Resolutions represent decisions by company owners and can override board decisions, while Board Resolutions reflect decisions made by directors within their delegated authority
• Voting Requirements: Shareholder Resolutions often need higher approval thresholds (51% or 75%) compared to Board Resolutions, which typically require simple board majority
• Scope of Decisions: Shareholder Resolutions handle fundamental matters like constitutional changes or major transactions, while Board Resolutions manage operational and day-to-day business decisions
• Legal Filing: Certain Shareholder Resolutions must be filed with Qatar Financial Markets Authority, unlike most Board Resolutions which remain internal documents