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Shareholder Special Resolution

Shareholder Special Resolution Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Special Resolution

"I need a Shareholder Special Resolution for my UAE LLC to approve a share capital increase from AED 300,000 to AED 1,000,000, to be implemented by March 15, 2025, with provisions for issuing new shares to existing shareholders in proportion to their current shareholding."

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Document background
A Shareholder Special Resolution is a crucial corporate governance document used in the United Arab Emirates when companies need to make significant decisions that require supermajority shareholder approval. This document type is specifically regulated under UAE Federal Law No. 32 of 2021 and must meet strict legal requirements for validity. The resolution is required for major corporate actions such as amending the company's constitutional documents, changing the company name, reducing or increasing share capital, mergers and acquisitions, or voluntary liquidation. The document must clearly state the decisions being made, record the voting outcomes, and be properly authenticated through UAE legal channels, including notarization and registration with relevant authorities.
Suggested Sections

1. Company Details: Full legal name of the company, its license number, registration details, and registered office address

2. Meeting Details: Date, time, and manner of passing the resolution (whether in general meeting or by written circulation)

3. Attendance and Quorum: List of shareholders present/participating, their shareholding percentages, and confirmation of quorum requirements being met

4. Legal Basis: Reference to relevant articles of the Company's Articles of Association and UAE Companies Law provisions authorizing the special resolution

5. Resolutions: Clear statements of each resolution being passed, numbered sequentially

6. Confirmation of Approval: Statement confirming the required majority (75% or higher as per Articles) voted in favor

7. Authentication: Space for signatures of shareholders or their authorized representatives

Optional Sections

1. Recitals: Background information explaining the necessity for the special resolution - used when complex changes are being approved

2. Proxy Details: Include when shareholders are represented by proxies, listing proxy holders and their authorizations

3. Governing Law Statement: Explicit statement about UAE law governance - typically included for international shareholders

4. Implementation Instructions: Specific directions for implementing the resolved matters - used for complex corporate changes

5. Reserved Matters: List of any matters requiring additional approvals - included when dealing with regulated industries or specific shareholder rights

Suggested Schedules

1. Shareholder Register: Current list of shareholders with their respective shareholdings

2. Proxy Forms: Copies of valid proxy forms where applicable

3. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., amended Articles of Association, regulatory approvals)

4. Voting Record: Detailed breakdown of votes cast by each shareholder

5. Company License: Copy of the current trade license and commercial registration

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Healthcare

Retail

Professional Services

Energy

Transportation

Construction

Telecommunications

Hospitality

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board Affairs

Shareholder Relations

Risk Management

Corporate Affairs

Executive Leadership

Finance

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Governance Officer

Board Director

Compliance Manager

Legal Director

Chief Legal Officer

Corporate Affairs Manager

Shareholder Relations Manager

Chief Financial Officer

Risk Manager

Company Registrar

Corporate Services Manager

Industries
UAE Federal Law No. 32 of 2021: The Commercial Companies Law - Primary legislation governing companies in the UAE, including provisions for shareholder resolutions, voting thresholds for special resolutions, and corporate governance requirements
UAE Federal Law No. 4 of 2000: UAE Securities and Commodities Authority Law - Relevant if the company is listed, governing disclosure requirements and shareholder rights in public companies
UAE Ministerial Resolution No. 539 of 2017: Concerning Commercial Companies Governance Guide - Provides detailed requirements for corporate governance and shareholder rights
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Contains provisions relevant to commercial transactions and business operations that may affect shareholder decisions
UAE Federal Law No. 2 of 2015: Commercial Register Law - Relevant for registration requirements of company changes approved by special resolution
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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