A Unanimous Resolution of Shareholders is utilized when companies need to document important decisions that require shareholder approval without convening a formal meeting. This document type is particularly useful for closely-held corporations or situations requiring swift action. Under U.S. corporate law, these resolutions carry the same legal weight as decisions made at formal shareholder meetings, provided all shareholders consent. Common uses include approving major corporate actions, structural changes, or significant business decisions. The resolution must comply with relevant state corporation laws and federal securities regulations where applicable.
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1. Title and Date: Identifies the document as a unanimous shareholder resolution and date of adoption
2. Company Details: Full legal name, registration number, and registered address of the company
3. Recitals: Background information establishing the context and purpose of the resolution
4. Resolutions: Clear statements of the decisions made by unanimous consent
5. Confirmation of Approval: Statement confirming unanimous approval by all shareholders
1. Whereas Clauses: Additional context or background information when complex matters need explanation
2. Further Actions: Authorization for officers to take necessary implementation steps
1. Schedule of Shareholders: List of all shareholders and their shareholdings
2. Supporting Documents: Any relevant documents referenced in the resolution
3. Signature Pages: Pages for each shareholder to sign, including details of their shareholding
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