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Circular Resolution Of Shareholders Template for England and Wales

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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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

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Industries

Companies Act 2006 - Written Resolutions: Sections 288-300 covering the fundamental legal framework for written resolutions, including procedural requirements and validity conditions

Companies Act 2006 - Eligible Members: Section 291 defining which shareholders are eligible to receive and vote on written resolutions

Companies Act 2006 - Circulation Requirements: Section 292 detailing the requirements for circulating written resolutions to eligible members

Companies Act 2006 - Agreement Period: Section 296 specifying the statutory period within which members must agree to a written resolution

Articles of Association: Company's constitutional document that must be checked for specific provisions on written resolutions, including any restrictions or additional requirements

Model Articles: Default articles that may apply if company's own articles don't address certain matters, including provisions for written resolutions

Corporate Governance Code: Additional governance requirements that may apply to listed companies regarding shareholder resolutions

Shareholders' Agreement: Any existing agreement between shareholders that may contain additional requirements or restrictions for passing resolutions

Class Rights: Special rights attached to different classes of shares that may affect voting on resolutions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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