Shareholders’ Resolution Template
A members’ resolution recorded in the wording registrars expect.
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Certified true extract of the resolution passed at [meeting type] of the members of [company name] held on [date] at [venue].
RESOLVED THAT [the resolution, continuing this sentence]
| Type of resolution | [ordinary / special] |
| Outcome | [carried unanimously / by a majority] |
What is a Shareholders’ Resolution?
A shareholders resolution is a decision taken by the members rather than the directors — the mechanism for the things a board cannot do on its own, such as altering the constitution, changing the name, removing a director or approving a transaction the law reserves to the owners. Get the majority or the notice wrong and the decision stays open to challenge, often years later during a funding round or a sale.
Private companies pass them constantly and informally; listed companies pass them at general meetings with the poll results published. Common subjects are amendments to the articles, share issues and buy-backs, appointment and removal of directors, auditor appointment, changes of name and objects, borrowing limits above a stated threshold, related-party approvals, and conversion or winding up. Investors ask to see the last few years of them during due diligence, and any gaps are usually priced into the deal or dealt with by a condition.
The majority needed and the route available both differ. An ordinary resolution is generally a simple majority of votes cast, and a special resolution a higher fraction — three quarters in several common law regimes including the UK, India and Australia — while some US states measure approval against outstanding shares rather than votes cast. Written resolutions of members are available to private companies in the UK but not for removing a director or an auditor, and India routes member decisions through meetings or postal ballot instead. Check your statute and articles for the majority, the route and any filing requirement.
A members resolution cannot override the statute or, in practice, a binding shareholders agreement — where the agreement requires a consent the resolution has not obtained, passing it may put the company in breach even though the vote itself was valid. It does not bind third parties, and it does not implement itself: the board still has to act on it, and any registry filing is separate. It is also not a substitute for the class consents that a resolution affecting one class of shares may need.
What to put in a Shareholders’ Resolution
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| Company name | For example: Barton Technologies Inc. |
| CIN / registration no. optional | For example: U72900AP2024PTC112233 |
| Registered office | For example: Suite 200, 1428 Kinnear Road, Columbus, OH 43212 |
| Type of resolution | Free text |
| Passed at | Free text |
| Date of the meeting | Free text |
| Venue | For example: the registered office |
| Members present or voting optional | For example: Holders of 92% of the issued equity share capital |
| Subject of the resolution | For example: Approval of the annual accounts for the year ended 31 March 2026 |
| The resolution | Continues the sentence “RESOLVED THAT …” |
| Further resolutions optional | One per line, each continuing “RESOLVED FURTHER THAT …” |
| Outcome | Free text |
| Chairperson | For example: James Whitfield |
How to write a Shareholders’ Resolution
Decide whether it is ordinary or special
Look up the subject in your companies legislation and in your articles, and apply the stricter of the two — articles can raise the majority required but cannot lower it below the statutory floor. Write the classification on the face of the resolution. Passing something as ordinary when it needed a special majority is the defect most often found later, and no amount of counting cures it.
Check the notice, quorum and route
Confirm the notice period, who must receive it, the quorum, and whether the matter can be decided by written resolution or postal ballot at all in your jurisdiction. Some decisions are excluded from the written route by statute. If a particular class of shares is affected, check whether a separate class meeting or class consent is required before the general meeting proceeds.
Set out the resolution word for word
Write the operative text the members will vote on, opening with RESOLVED THAT, with every figure, name and date in full. A registry filing usually has to quote it exactly, and the members are entitled to vote on the words they were sent. To approve the increase in capital is a description; the resolution is the sentence that states the new figure.
Record the count, not just the outcome
Minute the number of votes for, against and abstaining, and whether they were counted on a show of hands or a poll. Shares carry votes, not people, so the count must reflect holdings and any differential voting rights. Record proxies received and any votes disallowed with the reason. A minute saying the resolution was passed unanimously proves little if the attendance is not there.
File it and enter the minute book
Where the resolution is one your registry requires to be filed — special resolutions commonly are — submit it with the prescribed form inside the deadline, quoting the text exactly as passed. Then sign the minutes into the members meeting minute book and issue certified copies to whoever needs them: the bank, the auditor, the incoming investor.
Common mistakes
- Passing a resolution as ordinary when the subject required a special majority, which leaves the decision voidable and every act done under it unsupported.
- Counting members rather than shares, so a resolution appears carried on a show of hands when the shareholding says otherwise.
- Using a written resolution for a subject the statute excludes from it, such as removing a director in the regimes that prohibit it, which makes the removal ineffective.
- Paraphrasing the resolution in the notice and then filing different wording, giving the registry a mismatch that stalls the filing.
- Missing the deadline for filing a special resolution, which attracts penalties and leaves the public register inconsistent with your own records.
Frequently asked questions
What is the difference between an ordinary and a special resolution?
An ordinary resolution passes on a simple majority of the votes cast; a special resolution needs a higher fraction, commonly three quarters in the UK, India and Australia, and is required for the subjects the statute treats as fundamental, such as altering the constitution, changing the name or reducing capital. The list of subjects and the exact threshold come from your governing act and articles, so check both.
Can shareholders pass a resolution without a meeting?
In some regimes, yes. Private companies in the UK may use written resolutions for most matters but not for removing a director or auditor before the end of their term. Other jurisdictions route member decisions through meetings or a postal ballot with its own procedure. Check whether the written route exists for your entity and whether your particular subject is excluded from it.
What majority is needed for a special resolution?
It varies by jurisdiction and is measured differently in different places — some count the votes cast at the meeting, others a proportion of the shares in issue, which is a harder test when turnout is low. Your articles may also set a higher bar than the statute. Look up the current figure and the base it is measured against before you count the room.
Do shareholders resolutions have to be filed?
Certain ones do. Special resolutions are commonly filable within a short deadline, along with resolutions that change the constitution, the name or the capital structure. Ordinary resolutions usually stay in the minute book unless the statute names them. Check your registry's list, because the penalty for a missed filing generally accrues from the date the resolution was passed.
Who signs a shareholders resolution?
The chair of the meeting signs the minutes recording it, following your articles, and certified copies are signed by a director or the company secretary. For a written resolution the members themselves signify agreement in the manner the statute prescribes, which may be signature, an authenticated electronic reply or return of a form. Follow the prescribed manner exactly, because an informal email may not count.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.