Shareholder resolutions: company investment

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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

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