The Unanimous Resolution of Shareholders is a crucial corporate governance tool in New Zealand's legal framework, primarily governed by the Companies Act 1993. This document type is used when all shareholders with voting rights agree to a particular course of action without the need for a formal shareholders' meeting. It's commonly used for approving major transactions, changing the company constitution, appointing or removing directors, or authorizing significant corporate actions. The resolution must be signed by all shareholders or their authorized representatives and becomes part of the company's official records. This streamlined approach to decision-making is particularly valuable for smaller companies and those with a limited number of shareholders, though it can be used by companies of any size provided all shareholders agree.
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1. Title and Date: Specifies the company name, type of resolution (Unanimous Resolution of Shareholders), and date of the resolution
2. Present: Lists all shareholders and their respective shareholdings, confirming 100% of voting rights are represented
3. Background: Provides context for why the resolution is being made and relevant company information
4. Confirmation of Notice: Confirms that all shareholders have received notice or agreed to waive notice requirements
5. Resolutions: Clear statement of each resolution being passed, numbered sequentially
6. Declaration: Statement confirming that the resolutions were passed unanimously
7. Execution: Space for all shareholders to sign and date the resolution
1. Chairperson's Declaration: Optional section where the chairperson confirms the resolutions were properly passed - used in more formal circumstances
2. Recitals: Additional background information when the resolution relates to complex matters requiring detailed explanation
3. Conditions Precedent: Used when the effectiveness of the resolutions depends on certain conditions being met
4. Corporate Representative Statement: Required when any shareholder is a corporate entity acting through an authorized representative
1. Share Register Extract: Copy of the current share register showing shareholdings at the time of the resolution
2. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., agreements being approved, financial statements)
3. Certificate of Title: If the resolution relates to property matters, relevant title documents
4. Powers of Attorney: If any shareholders are signing through attorneys, the relevant powers of attorney
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