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Shareholders Resolution Template for New Zealand

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Key Requirements PROMPT example:

Shareholders Resolution

"I need a Shareholders Resolution for my New Zealand tech company to approve the appointment of two new directors and remove one existing director, to be effective from March 15, 2025."

Document background
A Shareholders Resolution is a crucial corporate governance document used in New Zealand business operations to formally record and implement decisions made by company shareholders. It is required under the Companies Act 1993 for various corporate actions, ranging from routine matters to significant company changes. The resolution can be passed either at a physical meeting or by written resolution, requiring different voting thresholds depending on the nature of the decision (50% for ordinary resolutions, 75% for special resolutions). This document type is essential for maintaining proper corporate records, ensuring legal compliance, and protecting both the company's and shareholders' interests. It may need to be filed with the New Zealand Companies Office and can be used as evidence of corporate decision-making in legal proceedings or business transactions.
Suggested Sections

1. Title and Date: Identifies the document as a Shareholders Resolution, the company name, and date of the resolution

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

3. Present Shareholders: List of shareholders participating in the resolution, including number of shares held and voting rights

4. Notice and Quorum: Confirmation that proper notice was given or waived, and that quorum requirements are met

5. Resolution Text: Clear statement of the resolution(s) being passed, using precise and unambiguous language

6. Voting Results: Record of how the vote was conducted and the outcome

7. Certification: Statement certifying the resolution was properly passed and recording the voting threshold achieved

8. Execution: Space for signatures or acknowledgments from shareholders or authorized representatives

Optional Sections

1. Recitals: Background information explaining why the resolution is necessary - used for complex matters requiring context

2. Conditions Precedent: Any conditions that must be met before the resolution takes effect - used for conditional approvals

3. Effective Date: Specific section about when the resolution takes effect - used when implementation date differs from passing date

4. Directors' Recommendation: Statement of directors' position on the resolution - used for major decisions requiring director input

5. Legal Requirements: Specific reference to relevant sections of the Companies Act or other legislation - used for complex regulatory matters

6. Reserved Matters: Any matters specifically reserved for future consideration - used when partial approval is given

Suggested Schedules

1. Share Capital Schedule: Details of current shareholding structure and any changes being approved

2. Director Information: Details of directors being appointed or removed, including consent forms

3. Transaction Documents: Copies of any agreements or documents being approved by the resolution

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

5. Powers of Attorney: Copies of any powers of attorney used for voting

6. Supporting Documentation: Any additional documents referenced in the resolution or required for implementation

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

Real Estate

Healthcare

Energy

Agriculture

Mining

Construction

Telecommunications

Transportation

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Corporate Governance

Compliance

Finance

Risk Management

Shareholder Relations

Corporate Affairs

Investment

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Director

Board Member

Compliance Officer

Corporate Governance Manager

Chief Financial Officer

Managing Director

Shareholder Relations Manager

Board Secretary

Risk Manager

Corporate Services Manager

Investment 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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