An Ordinary Resolution of Shareholders is a fundamental tool in corporate governance under English and Welsh law. It is used when companies need to make decisions that require shareholder approval but don't need the higher threshold of a special resolution. The document must include specific details about the meeting or written resolution process, the exact text of the resolution, voting results, and appropriate certification. It's essential for maintaining proper corporate records and demonstrating compliance with the Companies Act 2006 and the company's constitutional documents.
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1. Company Details: Full registered name, company number, registered office
2. Meeting Details: Date, time, location (if physical meeting) or method (if virtual/written)
3. Resolution Text: Clear statement of the resolution being proposed
4. Voting Results: Record of votes for, against, and abstentions
5. Certification: Statement confirming the resolution was duly passed
1. Preamble: Background information explaining why the resolution is needed - used when context is needed for complex decisions
2. Quorum Statement: Confirmation that quorum requirements were met - used when required by articles of association
3. Proxy Details: Information about proxy appointments - used when proxies were used in voting
1. Attendance Register: List of shareholders present or represented
2. Voting Record: Detailed breakdown of votes cast by each shareholder
3. Supporting Documents: Any relevant documents referenced in the resolution
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