Shareholder Resolution Requirements In Massachusetts
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FAQ
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.
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 written resolution can be requested in a similar manner to a general meeting, either if: proposed by the board of directors, or. requested by shareholders holding at least 5% of the total voting rights of the company (this percentage may be lower as specified in the articles of association)
Typically, decisions that must made by ordinary resolution of the shareholders include: Paying dividends. Appointing and removing directors. Approving directors' service contracts. Approving directors' loans. Allotting new shares.
Send to the Corporate Secretary: Send to the person listed in the company's proxy materials (usually the Corp. Sec.): a cover letter; resolution; verification of stock ownership (custodian's letter) by before or by the COB on company's filing deadline.
A resolution may be proposed as a written one by the directors or by the members. The company must send the proposed resolution to every eligible member either in hard copy form, in electronic form or by means of a website. The requirements as to notice and so on, are the same as for a physical meeting.
Shareholders holding at least $2,000 worth of stock in a publicly-traded company for at least three years prior to the filing deadline can introduce a resolution to company management to be voted on at the next annual meeting.
Typically, decisions that must made by ordinary resolution of the shareholders include: Paying dividends. Appointing and removing directors. Approving directors' service contracts. Approving directors' loans. Allotting new shares.
A special resolution must be passed by at least 75% of the votes cast by shareholders of the company entitled to vote on the resolution and who vote at the meeting in person or by proxy (if proxies are allowed). The sole shareholder of a company may pass a resolution by recording and signing their decision.
