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Resolution In Lieu Of A Shareholders Meeting Template for England and Wales

A Resolution in Lieu of a Shareholders Meeting is a formal written document under English and Welsh law that allows private companies to pass shareholder resolutions without holding a physical meeting. This process is governed by the Companies Act 2006 and provides an efficient method for obtaining shareholder approval for corporate actions. The document must clearly state the proposed resolution(s), whether ordinary or special, and requires agreement from the requisite majority of eligible shareholders.

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What is a Resolution In Lieu Of A Shareholders Meeting?

A Resolution In Lieu Of A Shareholders Meeting is utilized when companies need to obtain shareholder approval efficiently without convening a physical meeting. This mechanism, available only to private companies in England and Wales, is particularly useful for companies with a small number of shareholders or when urgent decisions are required. The document must comply with the Companies Act 2006 and include details of the resolution(s), voting eligibility, and required majority thresholds. It becomes effective once the required percentage of shareholders have signed it and must be filed with Companies House where applicable.

What sections should be included in a Resolution In Lieu Of A Shareholders Meeting?

1. Company Details: Full company name, registration number, and registered office

2. Date: Date of the written resolution

3. Resolution Text: Clear statement of the resolution(s) being passed

4. Type of Resolution: Specification whether ordinary or special resolution

5. Eligible Members Statement: Statement confirming eligible members entitled to vote

6. Signature Block: Space for member signatures and dates

What sections are optional to include in a Resolution In Lieu Of A Shareholders Meeting?

1. Explanatory Notes: Additional context explaining the purpose of the resolution(s) - used when the resolution requires additional explanation for shareholders

2. Statement of Compliance: Confirmation of compliance with relevant regulations - used when dealing with regulated matters or complex transactions

3. Circulation Statement: Details of how the resolution was circulated - used when required to demonstrate proper procedure

What schedules should be included in a Resolution In Lieu Of A Shareholders Meeting?

1. Supporting Documents: Any relevant documents referenced in the resolution

2. Voting Record: Record of votes received and calculation of majority

3. Notice of Passing: Draft notice to be filed with Companies House

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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