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.
Read more
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?
- in conjunction with an allotment of new shares
- where the new shareholder is required to become party to, and bound by, the company’s Shareholders Agreement
- where the Shareholders Agreement does not include the required form of Deed of Adherence
What are the key features?
- different forms of Deed of Adherence, depending on whether the new shareholder is an individual or a company
- in the form of a Deed between the company and the new shareholder
What else do I need to know?
A deed of Adherence is required when new shares are allotted to someone who is not already a shareholder. The new shareholder may be required to agree to become a party to the company’s existing Shareholders Agreement. This requirement can be found either in the company’s Articles of Association or in the Shareholders Agreement.
This requirement is satisfied by the transferee executing a Deed of Adherence to the Shareholders Agreement. This process also applies where a new shareholder acquires shares by way of the transfer of existing shares in the company.
What other documents are available?
For a form of Deed of Adherence where the new shareholder becomes a shareholder on the transfer of existing shares in the company, see
£35.00 exc VAT
Updated by a lawyer on 02/07/2025
- Updated By a lawyer on
- Guidance notes included
- No hidden extras
- Easily customisable
Create your document in 3 Easy Steps
- Download
- Customise
- Share & Sign
PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.
“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”
Amanda | Bannister Creative
£35.00 exc VAT
- Written by expert lawyers
- Quick to download
- Easy to customise
- No hidden extras
- free re-downloads
“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”
Elle, Founder | Winslow skincare & aesthetics.
“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”
Giles, MD | Boniti Ltd.
