A Circular Resolution of Shareholders is utilized when companies need to obtain shareholder approval without convening a physical meeting. This document type is particularly useful for urgent matters or when gathering all shareholders in one place is impractical. Under English and Welsh law, it must comply with the Companies Act 2006 and any requirements in the company's Articles of Association. The resolution becomes effective when signed by the required majority of shareholders, typically being either a simple or 75% majority depending on whether it's an ordinary or special resolution.
Circular Resolution Of Shareholders for the United Kingdom
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Key Requirements PROMPT example:
Circular Resolution Of Shareholders
"Need a Circular Resolution of Shareholders to approve the appointment of a new director and increase the company's authorized share capital, to be circulated to our 5 shareholders by March 2025."
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1. Resolution Title and Number: Unique identifier and clear title of the resolution (e.g., 'Written Resolution 2023/01 of [Company Name] Limited')
2. Company Details: Full legal name of the company, registration number, and registered office address
3. Date: Date of circulation of the resolution
4. Resolution Text: Clear and precise statement of the resolution(s) being proposed for shareholder approval
5. Voting Requirements: Statement specifying the majority required for passing (ordinary or special resolution) and voting procedure
6. Signature Blocks: Designated spaces for shareholders to sign, date, and indicate their approval or rejection
1. Explanatory Notes: Additional context or explanation when the resolution is complex or requires further clarification
2. Supporting Documents Reference: Reference to any relevant documents when the resolution relates to specific transactions or agreements
3. Response Deadline: Specific deadline for response if different from the standard 28-day statutory period
1. Schedule of Shareholders: Complete list of all eligible voting shareholders with their respective shareholdings and voting rights
2. Supporting Documents: Copies of any referenced documents that are crucial to understanding or implementing the resolution
3. Statement of Reasons: Detailed explanation of the rationale behind the resolution, particularly for complex or material decisions
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