Shareholder resolutions: company investment
Written shareholder resolutions for a target company in an investment transaction, incorporating resolutions for matters typically approved by the company’s shareholders at closing.
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When do I use this document?
- as completion shareholder resolutions of the target company at closing of an investment transaction
- for a private limited company incorporated in England and Wales
- in conjunction with closing board resolutions for a target company in an investment transaction see
What are the key features?
- resolutions in the form of written shareholder resolutions to be signed by the company’s existing shareholders
- Ordinary resolutions:
- to sub-divide existing issued shares
- to grant directors authority to allot shares
- to approve a guaranteed term of more than two years in a director’s service contract
- Special resolutions:
- to disapply statutory pre-emption rights on the issue of new shares
- to adopt new Articles of Association in their entirety
When do I use this document?
- for the allotment of new shares in a private limited company
- for a subscription for shares in a company for cash
- for a standard application for new shares without a separate subscription or investment agreement
What are the key features?
- alternative subscription letters depending on whether the subscriber is an individual or a company
- to be completed with information about the company issuing shares and the subscriber, the number of shares and price per share
Following the subscription, the details of the shareholder and issued shares should be recorded in the company’s register of allotments and register of members – see Statutory Registers Template
What other documents are available?
For fuller forms forms of share subscription agreement and explanations for their use, see Subscription Agreement Template
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Updated by a lawyer on 02/07/2025
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