Special resolution template

This template is for a special resolution. If you need an ordinary resolution, you can use our separate template – or you can combine both types of resolutions in the one document, but make sure you pay attention to the rules on shareholder voting, so that you can ensure that each resolution has achieved the required percentage of votes to be. In this article we look at what a special resolution is, the circumstances in which it will be required and how to pass a special resolution.

We also provide some special resolution template wording that you can adapt or use as inspiration. Model special resolution : changing or specifying an asset-locked body in the articles of association MS Word Document , 44. KB This file may not be suitable for users of assistive technology. A board resolution template is a manner of documenting decisions made by the company’s Shareholders or Board of Directors.

The decision can cover anything relevant to the affairs of the organization like a decision extending loans to other companies or when voting for a new member to join the board. If you’re issuing shares, then you’ll need a shareholder agreement, share certificates, and potentially revised articles of association. How to modify the template. The document is created before your eyes as you respond to the questions. At the en you receive it in Word and PDF formats.

When a shareholders’ resolution is passe the company is bound by it. All special resolutions and some ordinary resolutions must be filed at Companies House. Listed below are all our ordinary and special resolutions as well as our template forms of written resolution and template form of a resolution to be passed at general meeting. Decisions that affect a company must be made by means of a formal resolution. A special resolution – at least voting rights.

While directors make most corporate decisions, shareholders still have a few significant powers, including changing directors and amending or updating bylaws or Articles of Incorporation. It’s a question that comes up time and time again – how does a body corporate pass a special resolution properly? There are so many misunderstandings around this issue.

You have to make sure that a specific issue or point that needs a decision is presented to the board so they can address it. The first way is by all shareholders signing a minute of special resolution (where there is only one shareholder, then this is the only way a special resolution can be passed). If it’s too long, few people will read it. Also note that every issue brought up in the whereas clauses should be dealt with in the resolved clauses.

Remove any whereas clause that is not addressed in a resolved clause. CLS QA: We are due to hold an EGM to amend our Memorandum and Articles of Association. What is the difference between an ordinary and special resolution ? Extraordinary resolution regarding an important decision, such as for altering the terms of the articles of association or the memorandum of association, or making some other major or fundamental changes in an organization. Can special resolution matters be passed by unanimous assent?

Names from the enclosing scope outside the template definition. Names that depend in some way on the template arguments, referred to as dependent names. Resolutions are decisions taken by the. While the first two names also pertain to class and function scopes, special rules for name resolution are required in template definitions to deal with the added complexity of dependent names. Under the Companies Ordinance of Hong Kong (Cap 622), a special resolution is passed with the approval of not less than of the shareholders of the company.

The special resolution may be passed at a general meeting or may be passed by way of a written resolution. You should use the template resolutions in the following way: 1. To pass a special resolution, you must hold two separate general meetings. Where a resolution is passed at a meeting— (a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and (b) if the notice of the meeting so specifie the resolution may only be passed as a special.

A board of directors resolution (also called a “board resolution”) is the result of a director vote authorizing a specific business action. Major decisions by the board of directors should always be formally documented in writing and added to the corporate record. We offer a free template for you can use to document your board resolutions.