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Shareholder Special Resolution

Shareholder Special Resolution Template for Nigeria

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Key Requirements PROMPT example:

Shareholder Special Resolution

"I need a Shareholder Special Resolution to change our company name from TechGrow Nigeria Limited to TechGrow Global Limited, to be presented at the extraordinary general meeting scheduled for March 15, 2025, with all standard Nigerian regulatory compliance elements included."

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Document background
A Shareholder Special Resolution is a crucial corporate governance document used in Nigerian companies when significant changes or decisions require heightened shareholder approval. Under the Companies and Allied Matters Act (CAMA) 2020, special resolutions require at least 75% of votes cast by eligible shareholders to pass, making them appropriate for fundamental changes to the company such as alteration of constitutional documents, capital structure changes, or voluntary winding up. The document must clearly state it is a special resolution, detail the specific resolution(s) being passed, include voting results, and be properly certified for filing with the Corporate Affairs Commission (CAC). It forms part of the company's permanent records and may be required by various stakeholders including banks, regulators, and potential investors as evidence of proper corporate authorization.
Suggested Sections

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

2. Meeting Details: Date, time, and location/method of the meeting where the resolution was passed

3. Declaration: Statement declaring that this is a Special Resolution passed in accordance with CAMA 2020

4. Resolution Text: Clear and specific wording of the special resolution(s) being passed

5. Voting Results: Record of the voting outcome, confirming that at least 75% of votes were in favor

6. Certification: Authentication by the Chairman and Company Secretary, confirming the resolution was duly passed

Optional Sections

1. Preamble: Background information explaining the context and reason for the special resolution, used when additional context is needed

2. Notice Confirmation: Confirmation that proper notice was given to all shareholders, included when there might be questions about notice validity

3. Quorum Statement: Confirmation that the required quorum was present, included when there might be questions about meeting validity

4. Additional Resolutions: Any ordinary resolutions passed in conjunction with the special resolution, included when multiple related decisions are made

5. Implementation Instructions: Specific directions for implementing the resolution, included when the resolution requires complex execution

Suggested Schedules

1. Attendance Register: List of shareholders present or represented at the meeting, with their shareholding details

2. Proxy Forms: Copies of valid proxy forms submitted for the meeting, if any

3. Notice of Meeting: Copy of the notice sent to shareholders calling the meeting

4. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended articles, share transfer forms)

5. Vote Tally Sheet: Detailed breakdown of votes cast for and against 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
Relevant legal definitions

























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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Telecommunications

Mining

Agriculture

Retail

Construction

Transportation

Professional Services

Education

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board Secretariat

Risk Management

Finance

Investor Relations

Corporate Communications

Executive Office

Relevant Roles

Company Secretary

Legal Counsel

Corporate Governance Officer

Board Director

Chief Executive Officer

Chief Financial Officer

Compliance Officer

Corporate Affairs Manager

Legal Director

Risk Manager

Company Chairman

Shareholder Relations Manager

Corporate Communications Director

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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