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Shareholders Resolution

Shareholders Resolution Template for India

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Key Requirements PROMPT example:

Shareholders Resolution

"I need a draft Shareholders Resolution for our upcoming EGM on March 15, 2025, to approve increasing our authorized share capital from INR 10 crores to INR 25 crores, with corresponding changes to the Memorandum of Association."

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Document background
A Shareholders Resolution is a crucial corporate governance document used in Indian companies to formally record decisions made by shareholders. It is required under the Companies Act, 2013, for various corporate actions such as altering share capital, changing the company's name or objects, appointing directors, declaring dividends, or approving significant transactions. The resolution must be drafted in compliance with Indian corporate law requirements and may need to be filed with the Registrar of Companies. The format and content of the Shareholders Resolution vary depending on whether it's an ordinary resolution (requiring 50% majority) or special resolution (requiring 75% majority), and whether the company is private, public, or listed. For listed companies, additional compliance requirements from SEBI must be considered.
Suggested Sections

1. Title and Company Details: Name of the company, CIN, registered office address, and type of resolution (Ordinary/Special)

2. Meeting Details: Date, time, venue/mode of meeting, type of meeting (AGM/EGM/Postal Ballot)

3. Notice Reference: Reference to the notice of meeting sent to shareholders and its date

4. Quorum Statement: Confirmation that required quorum was present

5. Resolution Text: The main body of the resolution stating the decision being made

6. Explanatory Statement: Mandatory explanation of the purpose and implications of the resolution as per Section 102 of Companies Act

7. Voting Results: Details of votes cast in favor and against, including percentage

8. Certification: Chairman's signature and certification of the resolution's passing

Optional Sections

1. Recitals: Background information explaining the context and need for the resolution - used for complex matters

2. Statutory References: Specific references to relevant sections of Companies Act or other laws - included when resolution is based on specific legal requirements

3. Related Party Disclosure: Required when resolution involves related party transactions

4. Director's Interest: Declaration of any directors' interest in the matter - needed when resolution affects directors

5. Scrutinizer's Report Summary: For listed companies or when e-voting is used - includes detailed voting analysis

Suggested Schedules

1. Scrutinizer's Report: Detailed report of the voting process and results

2. Valuation Report: For resolutions involving share valuation or corporate restructuring

3. Expert Opinion: Any third-party expert opinions relevant to the resolution

4. Supporting Documents: Any relevant agreements, certificates, or other documents referenced in the resolution

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

Banking & Financial Services

Manufacturing

Information Technology

Real Estate

Healthcare

Retail

Energy & Utilities

Telecommunications

Consumer Goods

Professional Services

Infrastructure

Education

Media & Entertainment

Automotive

Mining & Metals

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Board Secretariat

Shareholder Relations

Corporate Governance

Executive Leadership

Finance

Investor Relations

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Secretary

Director

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

Legal Manager

Managing Director

Chairman

Shareholder Relations Manager

Corporate Affairs Manager

Industries






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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