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Annual General Meeting Resolution Template for England and Wales

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Key Requirements PROMPT example:

Annual General Meeting Resolution

"I need an Annual General Meeting Resolution for a private limited technology company to approve our annual accounts, re-elect two directors, and declare a final dividend, with the AGM scheduled for March 15, 2025."

Document background
Annual General Meeting Resolutions are essential corporate documents required under English and Welsh law for recording decisions made at a company's yearly general meeting. These resolutions document shareholder approval for matters such as accepting financial statements, appointing directors, approving dividends, and other significant corporate actions. The document must comply with the Companies Act 2006 and the company's Articles of Association, ensuring proper recording of both ordinary and special resolutions passed during the meeting.
Suggested Sections

1. Meeting Details: Date, time, location of AGM

2. Notice Statement: Confirmation of proper notice given to members

3. Quorum Statement: Confirmation that required quorum was present

4. Ordinary Resolutions: Standard business requiring simple majority

5. Voting Results: Record of votes cast for each resolution

Optional Sections

1. Special Resolutions: Matters requiring 75% majority, used when changing articles or significant corporate actions

2. Chairman's Statement: Optional opening remarks, used in larger companies

3. Proxy Appointments: Details of proxy votes, if any were submitted

Suggested Schedules

1. Attendance Register: List of members present and proxies

2. Voting Records: Detailed breakdown of votes cast

3. Supporting Documents: Any referenced documents like financial statements or directors' reports

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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Industries

Companies Act 2006 - General Meetings: Sections 281-361 covering the fundamental rules for company meetings and resolutions, including procedures, notice requirements, and voting rights

Companies Act 2006 - Section 336: Specific requirements for public companies regarding annual general meetings, including timing and conduct

Companies Act 2006 - Sections 314-316: Regulations concerning members' rights to propose resolutions at AGMs and circulation of members' resolutions

Companies Act 2006 - Section 282: Definitions and requirements for ordinary and special resolutions, including voting thresholds

Articles of Association: Company's internal rulebook containing specific requirements for AGM procedures, voting mechanisms, and notice periods

UK Corporate Governance Code: Best practice guidelines for listed companies covering shareholder engagement and meeting conduct

FCA Listing Rules: Additional requirements for listed companies regarding shareholder meetings and information disclosure

Companies (Model Articles) Regulations 2008: Default articles of association providing standard rules for company meetings if not modified by company's own articles

Companies (Shareholders' Rights) Regulations 2009: Enhanced rights for shareholders in quoted companies, including participation in meetings and voting procedures

Notice Period Requirements: Statutory notice periods: 21 clear days for public companies, 14 days for private companies unless articles specify longer

Voting Requirements: Different thresholds for ordinary resolutions (simple majority) and special resolutions (75% majority)

Quorum Requirements: Minimum number of members required to be present for valid meeting as specified in articles or default rules

Record Keeping Requirements: Obligations to maintain proper minutes and records of all resolutions and proceedings at general meetings

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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