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A Shareholder Resolution is a formal proposal put forward by shareholders to influence company decisions at general meetings under Irish company law. These resolutions let shareholders voice concerns and request specific actions from the board of directors on matters like executive pay, environmental policies, or corporate governance changes.

To submit a resolution in Ireland, shareholders need to hold at least 3% of voting rights or represent 50 members of the company. Once properly filed, the resolution must be presented at the next Annual General Meeting (AGM) or Extraordinary General Meeting (EGM), where all shareholders can vote on it. The resolution passes with a simple majority unless company articles specify otherwise.

Use a Shareholder Resolution when you need to push for important changes in an Irish company's operations or policies. Common situations include demanding greater environmental responsibility, challenging executive compensation packages, requesting dividend policy changes, or addressing corporate governance concerns that management has overlooked.

This tool proves especially valuable when informal discussions with the board have failed to produce results. For maximum impact, time your resolution submission at least 42 days before the AGM. This gives other shareholders time to review your proposal and builds support for your position. The resolution becomes particularly powerful when backed by multiple shareholders or institutional investors.

• Ordinary Resolution Of Shareholders: Most common type requiring a simple majority vote (50%+) for routine matters like director appointments or dividend approvals
• Board Resolution For Approval Of Shareholders Agreement: Specific format for board members to formally accept new or amended shareholder agreements
• Resolution Of Annual General Meeting: Standard format for decisions made during AGMs, covering yearly business matters
• Written Resolution In Lieu Of Annual General Meeting: Alternative format allowing shareholders to pass resolutions without holding a physical meeting

• Individual Shareholders: Propose and vote on Shareholder Resolutions, typically needing 3% voting rights or 50 members to submit proposals
• Institutional Investors: Major players like pension funds and investment firms who often lead resolution initiatives on governance or sustainability issues
• Company Directors: Must implement passed resolutions and respond to shareholder demands through board actions
• Company Secretary: Handles the formal submission process, ensures legal compliance, and manages resolution documentation
• Legal Advisors: Draft and review resolution wording to ensure enforceability under Irish company law

• Company Details: Gather the company's registration number, registered office address, and current articles of association
• Shareholder Information: Confirm your voting rights percentage and compile a list of supporting shareholders
• Resolution Purpose: Write a clear, specific proposal that states exactly what action you want the company to take
• Timing Requirements: Calculate submission deadlines (42 days before AGM) and prepare supporting documentation
• Legal Format: Use our platform to generate a properly structured resolution that meets Irish legal requirements
• Supporting Materials: Prepare a brief explanation of why the resolution matters and how it benefits the company

• Title and Date: Clear identification as a Shareholder Resolution with meeting date and company details
• Resolution Text: Precise wording starting with "RESOLVED THAT..." followed by the specific action proposed
• Legal Authority: Reference to relevant sections of Companies Act 2014 and company constitution
• Voting Rights: Statement confirming requisite shareholder backing (3% or 50 members)
• Supporting Information: Brief explanation of resolution purpose and expected impact
• Signature Block: Space for proposing shareholders' signatures and dates
• Company Details: Registration number, registered office, and meeting location details

A Shareholder Resolution differs significantly from a Board Resolution in several key aspects. While both are formal company decisions, they serve distinct purposes and involve different stakeholders under Irish company law.

• Authority and Origin: Shareholder Resolutions come from company owners and can override board decisions, while Board Resolutions represent decisions made by directors within their delegated powers
• Voting Requirements: Shareholder Resolutions typically need 50%+ majority from shareholders, whereas Board Resolutions usually require board-level consensus only
• Scope of Power: Shareholder Resolutions can change fundamental company matters like articles of association or director removal, while Board Resolutions handle day-to-day operational decisions
• Filing Requirements: Shareholder Resolutions often need CRO filing and formal notice periods, but Board Resolutions generally require only internal documentation