The Unanimous Resolution of Shareholders is a crucial corporate governance tool in Malta, used when all shareholders agree to make important company decisions without the need for a formal meeting. This document type is specifically recognized under the Malta Companies Act (Cap. 386) and provides an efficient mechanism for company decision-making. It's particularly useful for private companies with a small number of shareholders, though it can be used by companies of any size as long as all shareholders agree. The resolution must contain clear identification of the company, detailed documentation of the decisions being made, and signatures of all shareholders. Common uses include approving annual accounts, appointing directors, authorizing significant transactions, changing company constitution, or declaring dividends. The document must be properly filed with the Malta Business Registry when required by law.
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1. Company Identification: Full legal name of the company, registration number, and registered office address
2. Date and Time: Date of the resolution
3. Attendance and Quorum: Statement confirming all shareholders' participation and their respective shareholdings
4. Confirmation of Notice: Statement either waiving notice requirements or confirming proper notice was given
5. Resolutions: Clear enumeration of all resolutions being passed, with each resolution clearly numbered and stated
6. Declaration of Unanimity: Statement confirming that all shareholders have agreed to the resolutions
7. Signature Block: Space for all shareholders to sign, including their names, shareholding details, and date
1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need contextual explanation
2. Legal Authority: Reference to specific articles of the company's M&A or relevant laws, used when dealing with special resolutions or regulated matters
3. Conditions Precedent: Any conditions that must be met before the resolutions become effective, used when resolution implementation depends on external factors
4. Implementation Instructions: Specific directions for carrying out the resolutions, used when complex actions are required
5. Company Secretary Certification: Additional certification by the company secretary, used when required for specific regulatory or filing purposes
1. Share Ownership Schedule: Details of current shareholding structure, used when resolution involves share-related matters
2. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., financial statements, valuations)
3. Forms for Filing: Required forms for filing with the Malta Business Registry
4. Power of Attorney: If any shareholders are acting through representatives
5. Certificate of Resolution: Certified extract of the resolution for third-party use
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