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Shareholder Written Resolution Template for India

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Key Requirements PROMPT example:

Shareholder Written Resolution

"I need a Shareholder Written Resolution for an Indian private limited technology company to approve the appointment of a new director and increase the authorized share capital, to be circulated by March 15, 2025."

Document background
The Shareholder Written Resolution is a fundamental corporate governance tool under Indian law, primarily used when companies need to obtain shareholder approval without conducting a physical meeting. This document type is explicitly recognized under the Companies Act, 2013, and is particularly valuable for private companies seeking efficient decision-making processes. It can be used for both ordinary and special resolutions, covering matters such as capital structure changes, appointment of directors, alteration of constitutional documents, or major corporate actions. The resolution must be circulated to all eligible shareholders and requires proper documentation of consent or dissent. While public companies generally must hold physical meetings, private companies often prefer written resolutions for their efficiency and cost-effectiveness.
Suggested Sections

1. Company Details: Legal name of the company, CIN, registered office address

2. Date: Date of circulation of the written resolution

3. Resolution Title: Clear identification of the resolution type (Ordinary/Special) and subject matter

4. Background: Brief context explaining why the resolution is being proposed

5. Proposed Resolution: The exact text of the resolution(s) being put to shareholders for approval

6. Explanatory Statement: Detailed explanation of the resolution and its implications as required under Section 102 of the Companies Act

7. Voting Instructions: Clear instructions on how shareholders should indicate their assent or dissent

8. Response Deadline: Specified date by which responses must be received

Optional Sections

1. Material Interest Disclosure: Required when any director or key managerial personnel has interest in the resolution

2. Supporting Documents: Any relevant documents supporting the resolution, such as valuation reports or expert opinions

3. Tax Implications: Include when the resolution has significant tax implications for shareholders

4. Regulatory Compliance Statement: Required for listed companies or when specific regulatory approvals are needed

Suggested Schedules

1. Annexure A - Previous Board Resolution: Copy of the board resolution recommending the matter to shareholders

2. Annexure B - Relevant Supporting Documents: Any technical, financial, or legal documents referenced in the resolution

3. Annexure C - Voting Form: Standardized form for shareholders to indicate their vote

4. Annexure D - Financial Impact Statement: Where the resolution has material financial implications

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
























Clauses















Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Professional Services

Energy

Infrastructure

Telecommunications

Education

Media & Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Board of Directors

Corporate Governance

Executive Management

Shareholder Relations

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Secretary

Managing Director

Chief Executive Officer

Chief Legal Officer

Corporate Governance Officer

Director of Legal Affairs

Legal Manager

Corporate Affairs Manager

Industries





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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