Shareholder Written resolutions allow shareholder decisions to be made without having to hold shareholder meeting – you can just email them the resolution detailing the matter at hand as shown in the template and ask them to return a signed copy.
e.g. If you have investors and you need their consent for certain matters in your investment agreement with them, you can request their consent using this written resolution template.
For a written shareholders’ resolution to be passed, you either need at least 51% of all shareholders to approve, or at least 75% of all shareholders to approve – depending on what you are asking consent for:
- Ordinary resolutions require more than 50% (= ‘simple majority’)
- Special resolutions require 75% or more (= a ‘special majority’)
Get in touch if you’re unsure on whether a matter requires shareholder consent at all, or if you are unsure if you should be using an ordinary resolution or a special resolution.
a) a person who does not respond to a written resolution is deemed to have rejected it.
b) all shareholders vote and their votes count proportionate to their shareholding (e.g. if a founder owns 90% he or she can effectively win every vote that comes up, subject to the minority shareholder having specific minority rights in a shareholders’ agreement or company constitution).
c) you need to send to all shareholders for the resolutions to be valid – even if you can get to the required percentages without all of them.
See our example here which shows a shareholder written resolution to (i) approve a director appointment, and (ii) to waive rights of first refusal (known as pre-emption rights) for an issue of shares to new investors.
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