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A Shareholder Resolution is a formal proposal put forward by company shareholders to influence corporate decisions or policies at annual general meetings (AGMs). Under Australian Corporations Law, shareholders holding at least 5% of voting rights can submit these resolutions, making them a powerful tool for investor activism and corporate governance.

These resolutions tackle issues from board appointments and executive pay to environmental policies and social responsibility. While many are advisory rather than binding in Australia, they create significant pressure on company boards to address shareholder concerns, especially when backed by institutional investors or receiving substantial support at AGMs.

Consider submitting a Shareholder Resolution when you need to drive significant changes in company behavior or policy. Common triggers include concerns about executive compensation, environmental impact, board diversity, or corporate governance practices that aren't being adequately addressed through regular channels of communication with management.

This tool proves especially valuable when informal discussions have stalled, or when management seems resistant to change. In Australia, timing is crucial - resolutions must be submitted at least two months before the AGM, and you'll need support from shareholders holding at least 5% of voting shares or 100 members to get your proposal on the agenda.

• Ordinary Resolution Of Shareholders: Most common type, requiring 50% majority for standard business decisions like director appointments or dividend approvals
• General Meeting Resolution: Used during AGMs or EGMs for matters requiring in-person discussion and voting
• Resolution By Shareholders: Special resolutions requiring 75% majority for major changes like constitution amendments
• Resolution Of Sole Shareholder: Simplified format for single-shareholder companies making decisions independently
• Members Written Resolution: Allows decisions without physical meetings, useful for urgent matters or private companies

• Individual Shareholders: Can propose resolutions with sufficient voting power (5%) or numbers (100 members), often focusing on environmental, social, or governance issues
• Institutional Investors: Superannuation funds and investment firms who frequently draft and support resolutions to influence corporate behavior
• Company Directors: Must respond to shareholder resolutions and implement binding decisions once passed
• Company Secretaries: Handle the administrative process of receiving, validating, and circulating resolutions to shareholders
• Legal Advisers: Guide clients on resolution drafting, compliance with Corporations Act requirements, and voting procedures

• Resolution Type: Determine if your proposal requires an ordinary (50%) or special (75%) majority vote
• Shareholder Support: Confirm you have either 5% voting power or 100 members backing the resolution
• Company Details: Gather the company's legal name, ACN, and relevant constitutional requirements
• Timing Requirements: Check AGM dates and ensure submission at least two months before the meeting
• Clear Proposal: Draft your resolution in plain English with specific, actionable outcomes
• Supporting Documents: Prepare any background materials or evidence supporting your resolution
• Legal Framework: Use our platform to generate a compliant resolution that meets Corporations Act requirements

• Company Identification: Full legal name, ACN, and registered office address
• Meeting Details: Date, time, and type of meeting (AGM/EGM) where resolution will be considered
• Resolution Type: Clear statement if ordinary or special resolution (affects voting threshold)
• Proposal Text: Precise wording of the resolution in plain, unambiguous language
• Legal Authority: Reference to relevant Corporations Act sections and company constitution
• Voting Requirements: Specified majority needed for passage (50% or 75%)
• Supporting Statement: Brief explanation of resolution's purpose (max 1,000 words)
• Member Details: Names and signatures of proposing shareholders with their shareholding percentages

A Shareholder Resolution differs significantly from a Shareholder Agreement in several key aspects. While both documents deal with shareholder rights and company governance, they serve distinct purposes under Australian corporate law.

• Purpose: Shareholder Resolutions address specific decisions or changes at a point in time, while Shareholder Agreements establish ongoing rules and relationships between shareholders
• Duration: Resolutions typically implement one-time decisions, whereas Agreements create lasting frameworks that govern shareholder relationships
• Scope: Resolutions focus on particular corporate actions or policies, while Agreements cover broader issues like share transfers, voting rights, and dispute resolution
• Implementation: Resolutions require majority or special majority votes at meetings, while Agreements need all participating shareholders to sign
• Modification: Resolutions can be changed with new resolutions, but Agreements typically require all parties to agree to amendments