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Board Resolution For Approval Of Shareholders Agreement Template for England and Wales

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Key Requirements PROMPT example:

Board Resolution For Approval Of Shareholders Agreement

"I need a Board Resolution For Approval Of Shareholders Agreement for our UK-based technology startup, which has five founding shareholders and three independent directors, to be effective from March 15, 2025, with specific authorization for our CEO to execute the agreement."

Document background
A Board Resolution For Approval Of Shareholders Agreement is a crucial corporate governance document required when a company's board of directors needs to formally approve a shareholders agreement. Under English and Welsh law, this resolution serves as official evidence that the board has reviewed, discussed, and approved the terms of the shareholders agreement in accordance with their duties under the Companies Act 2006. The resolution typically records the date and location of the board meeting, confirms that proper notice was given, verifies that a quorum was present, and documents the board's decision to approve the agreement and authorize specific individuals to execute it on behalf of the company.
Suggested Sections

1. Title and Date: Formal identification of the resolution and meeting date

2. Company Details: Full legal name and registration number of the company

3. Attendance Record: List of directors present and confirmation of quorum

4. Background: Context for the shareholders agreement approval

5. Resolutions: Formal approval statements regarding the shareholders agreement

6. Authorization: Authority granted to specific individuals to execute the agreement

Optional Sections

1. Declarations of Interest: Required if any directors have conflicts of interest

2. Additional Approvals: If other related matters require board approval

3. Conditions Precedent: If approval is subject to certain conditions being met

Suggested Schedules

1. Copy of Shareholders Agreement: Draft agreement being approved

2. List of Shareholders: If relevant to the approval decision

3. Supporting Documents: Any additional materials referenced in the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












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Industries

Companies Act 2006 - Directors' Duties: Sections 171-177 outlining directors' duties, including duty to act within powers, promote company success, exercise independent judgment, and avoid conflicts of interest

Companies Act 2006 - Board Procedures: Sections 282-292 covering decision-making procedures for boards, including requirements for board resolutions and formal procedures

Articles of Association Requirements: Company's constitutional document specifying internal regulations including specific requirements for passing board resolutions, quorum requirements, and voting procedures

UK Corporate Governance Code: Applicable for listed companies, setting out standards of good practice for board composition, development, remuneration, shareholder engagement, and accountability

Financial Services and Markets Act 2000: Regulatory framework for financial services companies, including additional requirements for board decisions and shareholder agreements if the company operates in the financial sector

Small Business, Enterprise and Employment Act 2015: Legislative framework affecting corporate governance and transparency requirements for UK companies

Fiduciary Duties: Legal obligation for directors to act in the best interests of the company, with loyalty and care

Meeting Notice Requirements: Legal requirements for proper notice periods and information distribution before board meetings

Record-Keeping Obligations: Legal requirements to maintain proper records of board resolutions and decisions, including minutes and supporting documentation

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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