The Shareholder Written Resolution is a crucial corporate governance tool in Malta, utilized when companies need to obtain shareholder approval without convening a physical meeting. This document type is specifically provided for under the Maltese Companies Act (Cap. 386) and is commonly used for both routine corporate matters and significant company decisions. It's particularly valuable for companies with dispersed shareholders or when quick decision-making is required. The document must comply with Maltese legal requirements regarding format, content, and approval thresholds, and may need to be filed with the Malta Business Registry depending on the nature of the resolution. Written resolutions can address various matters including statutory changes, share transfers, appointments of directors, and other corporate actions requiring shareholder approval.
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1. Company Details: Full legal name of the company, registration number, and registered office address
2. Date: The date on which the resolution is being passed
3. Circulation Statement: Statement confirming the resolution is being circulated to all eligible shareholders
4. Background: Brief context explaining why the resolution(s) are being proposed
5. Confirmation of Eligibility: Statement confirming shareholders' eligibility to pass written resolutions
6. Resolution Text: Clear statement of the actual resolution(s) being passed, numbered if multiple resolutions
7. Voting Requirements: Statement of the majority required for the resolution(s) to pass
8. Declaration: Statement that the resolution is passed when the required majority of eligible shareholders have signed
9. Signature Block: Space for shareholders' signatures, including name, shareholding details, and date of signing
1. Recitals: Additional background information or whereas clauses, used when complex context needs to be established
2. Legal Authority: Reference to specific provisions of the Companies Act or Articles of Association authorizing the written resolution, used when dealing with unusual or significant matters
3. Notice of Resolution: Required when the resolution needs to be filed with the Malta Business Registry
4. Dissenting Rights: Information about rights of dissenting shareholders, required for certain types of resolutions
5. Corporate Representative Statement: Used when any shareholder is a corporate entity acting through an authorized representative
1. Schedule of Shareholders: List of all shareholders and their respective shareholdings when there are multiple shareholders
2. Supporting Documents: Any documents referenced in the resolution that support or are necessary for the resolution
3. Form K: Official form for filing with the Malta Business Registry, if the resolution requires registration
4. Legal Opinions: Any legal opinions or professional advice referenced in making the decision, if applicable
5. Corporate Authorization: Documents evidencing authority of corporate representatives to sign on behalf of corporate shareholders
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