A Unanimous Resolution Of Shareholders is required when all shareholders of a company agree to make a decision without holding a formal general meeting. This document is commonly used for important corporate decisions such as changes to share capital, appointment or removal of directors, or alterations to the company's constitution. Under English and Welsh law, it must be executed in accordance with the Companies Act 2006 and filed with Companies House where required. The resolution becomes effective when the last shareholder signs it, unless a later date is specified.
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1. Title and Date: Identifying the company and date of resolution
2. Company Details: Company name, registration number, and registered office
3. Confirmation of Eligibility: Statement confirming all shareholders entitled to vote are participating
4. Resolution Text: Clear statement of what is being resolved
5. Shareholder Signatures: Signature blocks for all shareholders
1. Recitals: Background information explaining why the resolution is needed - use when context is needed to understand the resolution
2. Conditions Precedent: Any conditions that must be met before the resolution takes effect - use when resolution effectiveness depends on certain events
1. Share Registry Extract: Current shareholding information showing all shareholders and their respective shareholdings
2. Supporting Documents: Any relevant certificates, forms, or other documents referenced in the resolution that are necessary for implementation
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