Form with which a corporation may alter the amount of outstanding shares issued by the corporation.
Shareholder Resolution Example In Wake
State:
Multi-State
County:
Wake
Control #:
US-0034-CR
Format:
Word;
Rich Text
Instant download
Description
Free preview
Form popularity
FAQ
A special resolution is only for exceptional cases. These include when the company wants to change its name, windup, change its constitution or when outlining the powers and responsibilities of an appointed liquidator. The Corporations Act 2001 (Cth) outlines the process for special resolutions.
Under the CA 1985, an extraordinary resolution was a type of resolution required to be passed for certain matters, eg modifying the rights of classes of shareholders or winding-up.
A written resolution is an alternative way for shareholders to vote on a resolution that requires their approval to become effective. Importantly, the company does not need to convene a general meeting. This saves considerable time and expense.
Examples of matters that can be dealt with by an ordinary resolution include the approval of annual financial statements, the appointment of auditors, and the declaration of dividends. On the other hand, a special resolution is a resolution that requires a higher majority vote, typically 75% or more, to be passed.
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.
Ordinary resolutions are used for most routine changes, for example, increasing a company's share capital. Some decisions, for example changing your articles, might require a 75% or even 95% majority (called a 'special resolution' or 'extraordinary resolution').
Ordinary resolutions are not specifically defined in the Corporations Act and need only a simple majority (i.e. normally, more than 50% of votes cast in favour) to pass. Some decisions that may only require an ordinary resolution include: election/re-election of directors. appointment of an auditor.
What should shareholder resolutions include? Your corporation's name. Date, time and location of meeting. Statement that all shareholders agree to the resolution. Confirmation of the necessary quorum for business to be conducted. Names of shareholders present or voting by proxy. Number of shares for each voting shareholder.
How to Pass a Resolution at a Board Meeting The board chair reads the resolution (or asks another board director to do so) The board chair asks for a motion to adopt the resolution. A board director moves to adopt it, and another director seconds it.
A resolution of members (or a class of members) of a company passed by: On a show of hands at a general meeting, a majority of not less than 75% if it is passed by not less than 75% of the votes cast by those entitled to vote (section 283(4), Companies Act 2006Opens in a new window (CA 2006)).