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.
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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
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)
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
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