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A Shareholder Resolution is a formal proposal that shareholders put forward at a company meeting to influence how their company operates. These resolutions let shareholders vote on important business decisions, from changing company rules to appointing directors or approving major transactions under the Companies Act 1993.

In New Zealand, shareholders need to meet specific ownership thresholds to propose resolutions - typically holding at least 5% of voting rights or shares. Once properly submitted, these resolutions must be voted on at the next annual general meeting or special meeting, giving shareholders direct input into company governance and strategic direction.

Use Shareholder Resolutions when you need to make significant changes to your company that require formal shareholder approval. Common situations include changing the company's constitution, issuing new shares, appointing or removing directors, or approving major asset sales under the Companies Act 1993.

These resolutions prove especially valuable during company restructures, mergers, or when addressing governance concerns. For listed companies, shareholders often use them to influence environmental policies or executive compensation. The key is timing - propose resolutions well before annual general meetings to meet notice requirements and allow proper consideration by all shareholders.

• Ordinary Resolution Of Shareholders: Requires a simple majority (50%+) for routine matters like approving financial statements or declaring dividends
• Shareholder Special Resolution: Needs 75% shareholder approval for major changes like altering the constitution or company name
• Annual General Meeting Resolution: Specifically formatted for decisions made at AGMs, covering yearly business matters
• Appointing A Director By Ordinary Resolution: Used to formally add new directors to the board
• Removing A Director By Ordinary Resolution: Enables shareholders to remove directors through majority vote

• Shareholders: Propose and vote on resolutions, especially minority shareholders who need formal mechanisms to influence company decisions
• Company Directors: Review proposed resolutions, implement approved changes, and ensure compliance with the Companies Act 1993
• Company Secretary: Manages the administrative process, ensures proper notice periods, and maintains resolution records
• Legal Counsel: Drafts resolution text, advises on legal requirements, and ensures compliance with company constitution
• Corporate Advisors: Help structure complex resolutions for major transactions or company restructures
• NZX Officials: For listed companies, monitor compliance with listing rules and disclosure requirements

• Company Details: Gather current constitution, shareholding structure, and Companies Office records
• Resolution Type: Determine if ordinary (50%) or special (75%) majority needed based on the decision
• Notice Requirements: Check minimum notice periods in constitution and Companies Act 1993
• Supporting Documents: Prepare explanatory notes, financial information, or expert reports if needed
• Shareholder Rights: Confirm voting rights and any relevant restrictions in shareholders' agreements
• Draft Resolution: Use our platform to generate a legally-sound document that includes all required elements
• Meeting Details: Set date, time, and format (in-person or virtual) for the shareholders' meeting

• Company Identification: Full legal name, company number, and registered office address
• Resolution Title: Clear statement if it's an ordinary or special resolution
• Meeting Details: Date, time, and place where resolution was passed
• Resolution Text: Clear, specific proposal using "RESOLVED THAT" format
• Voting Results: Number of votes for/against and confirmation of required majority
• Authentication: Chairperson's signature and date of certification
• Supporting Information: Any relevant appendices or explanatory notes
• Statutory References: Relevant sections of Companies Act 1993 or company constitution

Shareholder Resolutions are often confused with Board Resolution, but they serve distinct purposes in corporate governance. While both are formal decisions, they come from different authority levels and follow different rules under the Companies Act 1993.

• Decision-Making Authority: Shareholder Resolutions require voting by company owners and address major company changes, while Board Resolutions reflect decisions made by directors for day-to-day management
• Voting Requirements: Shareholder Resolutions need specific majority thresholds (50% or 75%), whereas Board Resolutions typically need only a simple board majority
• Scope of Decisions: Shareholder Resolutions handle fundamental changes like constitution amendments or major asset sales; Board Resolutions cover operational matters like opening bank accounts or appointing officers
• Legal Documentation: Shareholder Resolutions require formal notice periods and meeting minutes; Board Resolutions can often be passed by written resolution without a formal meeting