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Shareholder Resolution
I need a shareholder resolution to approve the issuance of new shares to raise capital for expansion, requiring a majority vote from existing shareholders, and to outline the terms and conditions of the share issuance, including the price per share and the timeline for subscription.
What is a Shareholder Resolution?
A Shareholder Resolution is a formal decision made by a company's shareholders to approve specific actions or changes within the organization. In the UAE, these resolutions follow rules set by Federal Law No. 32 of 2021 (Companies Law) and typically address major corporate matters like dividend payments, board appointments, or changes to the company's structure.
Shareholders can propose and vote on these resolutions during Annual General Meetings or Extraordinary General Meetings. For UAE companies, most regular decisions need a simple majority vote, while fundamental changes like amending the company's articles or increasing capital require approval from 75% of shareholders present at the meeting.
When should you use a Shareholder Resolution?
Use a Shareholder Resolution when your UAE company needs formal approval for significant business decisions. Common situations include appointing new board members, changing the company name, altering share capital, approving major acquisitions, or modifying the company's constitutional documents. Under UAE Companies Law, these resolutions protect both the company and shareholders by documenting key decisions properly.
The timing often aligns with Annual General Meetings, but urgent matters may require an Extraordinary General Meeting. For example, if your company plans to expand operations or enter new markets, you'll need shareholder approval through a formal resolution. This becomes especially important when dealing with matters that affect shareholder rights or require registration with UAE authorities.
What are the different types of Shareholder Resolution?
- Resolution Of Sole Shareholder: Used when a company has only one shareholder making decisions independently
- Shareholder Special Resolution: Required for major corporate changes requiring 75% approval, like changing company name or articles
- Annual General Meeting Resolution: Covers standard yearly matters like financial statements and dividend approval
- Circular Resolution Of Shareholders: Allows decision-making without physical meetings via written approval
- General Meeting Resolution: Used for routine business decisions requiring simple majority approval
Who should typically use a Shareholder Resolution?
- Shareholders: Primary decision-makers who propose, review, and vote on resolutions during general meetings or through written approval
- Board of Directors: Implement shareholder resolutions and ensure compliance with UAE Companies Law requirements
- Company Secretary: Prepares resolution documentation, maintains records, and handles filing with relevant authorities
- Legal Counsel: Drafts and reviews resolution language to ensure compliance with UAE regulations and company articles
- Department of Economic Development: Receives and registers certain resolutions, particularly those involving structural changes
- Corporate Service Providers: Assist with resolution preparation and submission to authorities, especially for foreign-owned companies
How do you write a Shareholder Resolution?
- Company Details: Gather trade license, memorandum of association, and current shareholding structure
- Meeting Information: Confirm meeting type, date, and required quorum under UAE Companies Law
- Resolution Purpose: Clearly define the decision being made and its business rationale
- Voting Rights: Calculate required majority based on resolution type (simple or special)
- Supporting Documents: Collect relevant financial statements, valuations, or third-party reports
- Notification Timeline: Plan proper notice periods for shareholders as per company articles
- Template Selection: Use our platform's UAE-compliant templates to ensure all mandatory elements are included
What should be included in a Shareholder Resolution?
- Company Information: Full legal name, trade license number, and registered address in UAE
- Meeting Details: Date, venue, and type of meeting (AGM or EGM)
- Resolution Title: Clear statement indicating ordinary or special resolution status
- Attendance Record: List of present shareholders and their shareholding percentages
- Resolution Text: Clear statement of the decision being made in both English and Arabic
- Voting Results: Number of votes for, against, and abstentions
- Authorizations: Powers granted to implement the resolution
- Signature Block: Chairman's signature, company seal, and date of execution
What's the difference between a Shareholder Resolution and a Board Resolution?
While Shareholder Resolutions and Board Resolutions both document company decisions, they serve distinct purposes in UAE corporate governance. Shareholder Resolutions reflect decisions made by company owners at general meetings, while Board Resolutions record decisions made by directors during board meetings.
- Authority Level: Shareholder Resolutions handle fundamental matters like changing company structure or articles, while Board Resolutions deal with day-to-day management decisions
- Voting Requirements: Shareholder Resolutions often need 75% approval for special resolutions, whereas Board Resolutions typically require simple majority
- Legal Registration: Many Shareholder Resolutions must be registered with UAE authorities, while Board Resolutions usually remain internal documents
- Implementation Scope: Board Resolutions execute operational decisions within the framework set by Shareholder Resolutions
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