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Resolution By Shareholders

Resolution By Shareholders Template for England and Wales

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Key Requirements PROMPT example:

Resolution By Shareholders

"I need a Resolution By Shareholders to approve the appointment of three new directors to our tech startup and authorize an increase in share capital by £500,000, to be completed by March 2025."

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Document background
A Resolution By Shareholders is required whenever shareholders need to make formal decisions about company matters under English and Welsh law. These resolutions are commonly used for changes to the company's constitution, share capital alterations, major corporate transactions, or appointment/removal of directors. The document must follow specific requirements set out in the Companies Act 2006, including proper notice periods, voting thresholds, and filing requirements with Companies House. Written resolutions can be used by private companies, while public companies must pass resolutions at general meetings.
Suggested Sections

1. Title and Company Details: Company name, registration number, and registered office

2. Date: Date of the resolution

3. Type of Resolution: Specification of whether ordinary or special resolution

4. Text of Resolution: Clear statement of what is being resolved

5. Voting Record: Record of votes cast or signatures of shareholders

Optional Sections

1. Recitals: Background information explaining why the resolution is needed (used for complex matters)

2. Notice Statements: Confirmation of proper notice given (required for meeting resolutions)

3. Quorum Statement: Confirmation of quorum being present (required for meeting resolutions)

Suggested Schedules

1. Voting Record Schedule: Detailed breakdown of votes cast by each shareholder

2. Supporting Documents: Any relevant documents referenced in the resolution

3. Meeting Minutes: If passed at a meeting, minutes may be attached as an appendix

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries
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Relevant Roles
Industries

Companies Act 2006 - General Resolutions: Sections 281-287 of the Companies Act 2006 covering the fundamental rules and requirements for company resolutions and meetings

Companies Act 2006 - Written Resolutions: Sections 288-300 of the Companies Act 2006 specifically dealing with written resolution procedures and requirements

Companies Act 2006 - General Meetings: Sections 301-361 of the Companies Act 2006 covering detailed regulations for general meetings and resolution passing procedures

Articles of Association: The company's constitutional document containing specific rules about resolution procedures and voting rights

Shareholders' Agreement: Any existing agreement between shareholders that might contain additional requirements or restrictions for passing resolutions

Model Articles: Default articles that may apply if the company hasn't adopted its own complete set of articles

UK Corporate Governance Code: Additional requirements for listed companies regarding shareholder resolutions and corporate governance

Notice Requirements: Statutory and constitutional requirements for giving notice of resolutions to shareholders

Voting Thresholds: Different majority requirements for ordinary resolutions (>50%) and special resolutions (≥75%)

Companies House Filing Requirements: Legal requirements for recording and filing certain resolutions with the UK Companies House

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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Resolution In Lieu Of A Shareholders Meeting

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Resolution Of The Sole Shareholder

A formal document under English and Welsh law recording decisions made by a company's sole shareholder.

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Resolution By Shareholders

A formal document under English and Welsh law recording decisions made by company shareholders, compliant with the Companies Act 2006.

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Board Resolution For Approval Of Shareholders Agreement

A formal board resolution under English and Welsh law documenting the approval of a shareholders agreement and authorizing its execution.

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Unanimous Resolution Of Shareholders

A formal written agreement under English and Welsh law documenting a unanimous decision made by all shareholders of a company.

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Circular Resolution Of Shareholders

A formal written document under English and Welsh law enabling shareholders to pass resolutions without holding a physical meeting.

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Annual General Meeting Resolution

A formal record of decisions made at a company's Annual General Meeting under English and Welsh law.

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Shareholder Special Resolution

A formal document under English and Welsh law recording shareholder decisions requiring 75% majority approval.

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Ordinary Resolution Of Shareholders

A formal document under English and Welsh law recording a company decision approved by simple majority of shareholders' votes.

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General Meeting Resolution

A formal record of shareholder decisions made at a company general meeting under English and Welsh law.

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