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Shareholder Special Resolution Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Special Resolution

"I need a Shareholder Special Resolution for TechGrow Limited to approve a major transaction involving the sale of our software division to InnovateX Corp, with the resolution to be passed at a special meeting scheduled for March 15, 2025."

Document background
A Shareholder Special Resolution is a fundamental corporate governance document used in New Zealand when companies need to make significant decisions that require approval from 75% of voting shareholders. This document type is specifically regulated under the Companies Act 1993 and is required for major corporate actions such as altering the company's constitution, approving major transactions, changing the company's name, or entering into certain arrangements with creditors. The resolution must be properly documented, including details of the meeting or written resolution process, verification of the voting threshold being met, and appropriate certification. It forms part of the company's permanent records and often needs to be filed with the New Zealand Companies Office. The document serves as legal evidence of the shareholders' decision and protects both the company's and shareholders' interests by ensuring proper corporate governance procedures are followed.
Suggested Sections

1. Company Details: Full legal name of the company, company number, and registered office address

2. Date: Date on which the resolution is passed

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

4. Meeting Context: Whether passed at a meeting or by written resolution

5. Resolution Text: The actual resolution(s) being passed, clearly numbered if multiple resolutions

6. Certification: Statement certifying that the resolution was passed in accordance with the Companies Act 1993 and company constitution

7. Signature Block: Space for authorized signatory/signatories to sign the resolution

Optional Sections

1. Quorum Statement: Required if passed at a physical meeting, confirming that quorum requirements were met

2. Notice Details: Required if passed at a meeting, confirming proper notice was given or waived

3. Voting Results: Optional section showing the breakdown of votes if relevant

4. Chairperson Details: Required if passed at a meeting, identifying the chairperson who presided

5. Recitals: Background information explaining the context and reason for the resolution, if complex matter

6. Effective Date: If the resolution is to take effect on a specific date different from the passing date

Suggested Schedules

1. Shareholder Register Extract: List of shareholders and their shareholdings as of the resolution date

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

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

4. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended constitution, share transfer forms)

5. Certificate of Interest: Disclosure of any directors' interests relevant to 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

Relevant legal definitions


















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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Energy

Telecommunications

Mining and Resources

Agriculture

Transportation and Logistics

Construction

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Leadership

Compliance

Corporate Governance

Finance

Risk Management

Investor Relations

Administrative Support

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Director

Compliance Officer

Corporate Governance Manager

Chief Financial Officer

Managing Director

Board Chairperson

Shareholder Relations Manager

Legal Administrator

Corporate Services Manager

Risk Manager

Investment Relations Manager

Industries





Teams

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