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 general business transactions or joint ventures
  • where both parties will disclose confidential information
  • for a shorter form NDA with principal legal protections for the parties

What are the key features?

  • 17 paragraphs over 3 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information
  • circumstances permitting compulsory disclosure
  • procedure for returning Confidential Information to its owner
  • duration of agreement

What other documents are available?

For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see

For forms of confidentiality agreement where only one party will disclose confidential information see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 02/07/2025

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