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Circular Resolution Of Shareholders Template for United Arab Emirates

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Key Requirements PROMPT example:

Circular Resolution Of Shareholders

"I need a Circular Resolution of Shareholders for my UAE-based technology company to approve the appointment of two new directors and increase the share capital from AED 300,000 to AED 500,000, to be effective from March 15, 2025."

Document background
The Circular Resolution of Shareholders serves as a crucial corporate governance tool in the United Arab Emirates, providing an efficient alternative to conducting physical shareholder meetings. This document type is particularly valuable when immediate shareholder decisions are required or when organizing a physical meeting would be impractical. Used across UAE mainland and free zone companies, it must comply with Federal Law No. 32 of 2021 and the company's Articles of Association. The document formally records shareholder decisions on matters such as appointing directors, approving financial statements, authorizing corporate actions, or amending company documents. It includes essential details such as the resolution text, voting results, and shareholder approvals, while ensuring all legal requirements for valid shareholder decisions are met. The Circular Resolution method is widely recognized in the UAE business community as a legitimate means of shareholder decision-making, provided it follows proper documentation and execution requirements.
Suggested Sections

1. Company Details: Full legal name of the company, registration number, and registered office address

2. Date: The date on which the resolution is deemed to be passed

3. Present Shareholders: List of all shareholders entitled to vote, including their shareholding percentages

4. Notice and Quorum: Confirmation that proper notice was given or waived, and quorum requirements are met

5. Resolutions: Clear statement of each resolution being passed, numbered sequentially

6. Voting Results: Record of how many shares voted in favor, against, or abstained for each resolution

7. Declaration: Statement that the resolutions were duly passed in accordance with the Articles of Association and applicable laws

8. Effectiveness: Statement of when the resolutions become effective

9. Signature Block: Space for shareholders to sign, including date of signing

Optional Sections

1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need context

2. Definitions: Section defining key terms used in the resolution, needed when technical or complex terms are used

3. Conditions Precedent: Any conditions that must be met before the resolutions become effective, included when resolution implementation depends on external factors

4. Authority to Execute: Authorization for specific individuals to execute additional documents, needed when resolution requires further documentation

5. Ratification: Confirmation of previous actions or decisions, included when resolution validates past actions

Suggested Schedules

1. Share Transfer Forms: If resolution involves share transfers, relevant transfer forms are attached

2. Updated Shareholder Register: When shareholding changes are involved, updated register showing new ownership structure

3. Director Consent Letters: When appointing new directors, their consent letters to act as directors

4. Supporting Documents: Any relevant certificates, licenses, or other documents referenced in the resolutions

5. Power of Attorney: If any shareholder is acting through a representative, the relevant power of attorney

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Banking & Financial Services

Real Estate & Construction

Technology & Communications

Manufacturing & Industrial

Retail & Consumer Goods

Healthcare & Pharmaceuticals

Energy & Natural Resources

Professional Services

Transportation & Logistics

Hospitality & Tourism

Media & Entertainment

Education

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Affairs

Company Secretariat

Board Support

Executive Office

Finance

Risk Management

Corporate Communications

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Director

Managing Director

Chief Legal Officer

Corporate Affairs Manager

Legal Director

Company Director

Shareholder Relations Manager

Corporate Services Manager

General Counsel

Chief Financial Officer

Industries





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