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Shareholders Resolution Template for Ireland

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Key Requirements PROMPT example:

Shareholders Resolution

"I need a Shareholders Resolution for my Irish private company to appoint John Smith as a new director effective March 15, 2025, to be passed by written resolution of all shareholders."

Document background
A Shareholders Resolution is a fundamental corporate governance document used in Irish companies to formally record decisions made by shareholders. It is required under the Companies Act 2014 for various corporate actions, from routine matters to significant company changes. The document must clearly state whether it is an ordinary or special resolution, include proper voting records, and comply with Irish corporate law requirements regarding notice periods and voting thresholds. Shareholders Resolutions can be passed either at physical meetings, virtual meetings (as permitted under recent legislation), or through written resolution procedures. The document serves as evidence of proper corporate decision-making and may be required for filing with the Companies Registration Office, banks, or other third parties.
Suggested Sections

1. Title and Date: Identifies the document as a shareholders' resolution with the date of passing

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

3. Meeting Details: Whether passed at a general meeting or by written resolution, including date, time, and location if applicable

4. Quorum Confirmation: Confirmation that the meeting was properly constituted with sufficient quorum present

5. Resolution Type: Specification of whether the resolution is ordinary or special

6. Resolution Text: The actual text of the resolution(s) being passed

7. Voting Results: Record of votes cast for and against, including abstentions if applicable

8. Certification: Signature section for the chairperson or company secretary to certify the resolution

Optional Sections

1. Recitals: Background information explaining why the resolution is necessary - used when context is important for future reference

2. Notice Compliance: Confirmation that proper notice was given - required when the resolution is passed at a meeting rather than by written resolution

3. Proxy Details: Information about proxies voting at the meeting - required when proxies are present

4. Multiple Resolutions: Numbered list of different resolutions - used when more than one decision is being made

5. Shareholder List: List of shareholders present or participating - used in closely held companies or when specifically required

6. Legal Authority: Reference to specific sections of Companies Act or company constitution - used for complex or unusual resolutions

Suggested Schedules

1. Notice of Meeting: Copy of the notice sent to shareholders (if applicable)

2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., new articles of association, contracts being approved)

3. Proxy Forms: Copies of submitted proxy forms (if applicable)

4. Written Consents: Copies of written consents if passed as a written resolution

5. Register Extract: Extract from the register of members showing shareholdings at the time of 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

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Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Shareholder Relations

Risk Management

Executive Leadership

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Relevant Roles

Company Secretary

Corporate Lawyer

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Shareholder Relations Manager

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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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