An Ordinary Resolution of Shareholders is a fundamental corporate governance document used in the United Arab Emirates to formalize routine company decisions that require shareholder approval. This document type is governed by UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015, as amended) and is used when shareholders need to make decisions that can be passed by a simple majority vote. The resolution may be passed either at a general meeting or through written resolution, depending on the company's articles of association and applicable regulations. It's commonly used for matters such as appointing or removing directors, approving annual accounts and auditor reports, declaring dividends, or authorizing routine business transactions. The document must include specific information such as the company details, resolution text, voting results, and appropriate signatures to be legally valid under UAE law.
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1. Company Information: Full legal name of the company, registration number, and registered office address
2. Date and Type of Resolution: Specification that this is an Ordinary Resolution and the date of the resolution
3. Meeting Details or Written Resolution Statement: Either details of the general meeting where the resolution was passed, or confirmation that it was passed as a written resolution
4. Quorum Confirmation: Confirmation that the required quorum was present/participating for the resolution
5. Resolution Text: The actual text of the resolution(s) being passed, clearly numbered if multiple resolutions
6. Voting Results: Record of the voting outcome, including numbers or percentages of votes for and against
7. Confirmation and Signatures: Formal confirmation of the resolution's passing and required signatures
1. Recitals: Background information explaining the context and reason for the resolution, used when additional context is needed
2. Proxy Details: Information about any proxy appointments, required when shareholders are voting by proxy
3. Conditions Precedent: Any conditions that must be met before the resolution takes effect, included when resolution implementation depends on specific conditions
4. Implementation Instructions: Specific instructions for carrying out the resolution, included for complex resolutions requiring specific actions
5. Notice Confirmation: Confirmation that proper notice was given, included when resolution was passed at a physical/virtual meeting rather than by written resolution
1. List of Attending Shareholders: Complete list of shareholders present/participating, with shareholding details
2. Proxy Forms: Copies of valid proxy forms if any shareholders voted by proxy
3. Supporting Documents: Any relevant documents referenced in the resolution or required to implement it
4. Notice of Meeting: Copy of the notice sent to shareholders (if resolution passed at a meeting)
5. Certificate of Secretary/Director: Certificate confirming the resolution was properly passed in accordance with company requirements
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