Examples: Shareholder resolutions can cover a broad spectrum of topics, such as appointing independent auditors, approving major transactions, amending the company's articles of association, or advocating for environmental and social responsibility initiatives.
A Shareholders' Resolution form is a statement a company's shareholders use to record actions or decisions that are passed outside of a meeting. Generally, during in-person or remote shareholder meetings, decisions (i.e., resolutions) are recorded in the minutes and are kept in a minute book.
Board directors and shareholders are the only members of the company that can make company resolutions. When the board of directors make a formal decision, it is referred to as a board resolution, whereas when the company shareholders make a formal decision, it is referred to as a shareholder resolution.
As a general rule, resolutions of the shareholders' meeting are passed by a simple majority of votes, without the requirement of a quorum – unless otherwise stipulated in the limited liability company's articles of association or the Commercial Code. There is one vote for each share of equal nominal value.
You do not always need to have a meeting to pass a resolution. If enough shareholders or directors have told you they agree, you can usually confirm the resolution in writing. You must write to all shareholders letting them know about the outcome of a resolution.
A resolution is a formal way in which a company can note decisions that are made at a meeting of company members. There are two types of resolutions: ordinary and special. Under the Corporations Act 2001, most of the decisions that affect a company need to be made by a resolution.
However, significant matters that go beyond the scope of the directors' powers must be decided by the company shareholders. These types of shareholder decisions require shareholder resolutions, which can be passed at a general meeting or in writing.
Resolutions in private limited companies can be passed at a general meeting either by a poll or show of hands. Alternatively, they can be passed by a written resolution, in which the shareholder indicates their agreement in the manner the company requests.
Resolution noun (DECISION) a promise to yourself to do or to not do something: + to infinitive I made a resolution to give up chocolate. The resolution calls for a durable peace settlement. The resolution was carried by 210 votes to 160.