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Shareholder Special Resolution Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Special Resolution

"I need a Shareholder Special Resolution to change our company name from TechPro Solutions Ltd to GlobalTech Innovations Ltd, to be effective from March 1, 2025, with all required Companies House filing provisions included."

Document background
A Shareholder Special Resolution is a crucial corporate governance document used when companies need to make significant changes that require shareholder approval under English and Welsh law. This document type is specifically required by the Companies Act 2006 for certain company actions that go beyond ordinary business decisions. Special resolutions require a 75% majority vote and must be properly documented and filed with Companies House. Common uses include altering the articles of association, changing the company name, reducing share capital, or winding up the company. The resolution must clearly state the changes being approved and include all necessary statutory information.
Suggested Sections

1. Company Details: Name, registration number, and registered office of the company

2. Date: Date of the resolution

3. Type of Resolution: Clear statement that this is a special resolution

4. Resolution Text: Clear statement of what is being resolved

5. Signature Block: Space for signature(s) of appropriate shareholder(s)

Optional Sections

1. Recitals: Background information explaining why the resolution is needed (used for complex matters)

2. Notice Statement: Statement about notice period (if shorter notice agreed)

3. Quorum Statement: Confirmation of quorum being present (used for physical meetings)

Suggested Schedules

1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended articles)

2. Voting Record: Record of votes cast (if relevant)

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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Relevant Industries
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Industries

Companies Act 2006 - Section 283: Core legislation defining requirements for passing special resolutions, including the 75% majority threshold requirement

Companies Act 2006 - Section 21: Provisions regarding constitutional documents and their interaction with special resolutions

Companies Act 2006 - Section 288: Requirements for recording resolutions in company records

Companies Act 2006 - Section 292: Procedures and requirements for written resolutions

Articles of Association: Company's constitutional document that may contain specific requirements for passing special resolutions

Shareholders' Agreement: Private agreement between shareholders that may contain additional requirements or restrictions for special resolutions

Model Articles of Association: Default articles that apply if company hasn't adopted modified articles, as per The Companies (Model Articles) Regulations 2008

Notice Period Requirement: Statutory requirement of 14 clear days' notice for special resolutions unless shorter notice agreed by sufficient majority

Companies House Filing Requirement: Obligation to file special resolution with Companies House within 15 days of being passed

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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