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Ordinary Resolution Of Shareholders

Ordinary Resolution Of Shareholders Template for Australia

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Key Requirements PROMPT example:

Ordinary Resolution Of Shareholders

"I need to draft an Ordinary Resolution of Shareholders for my Australian private company to appoint Jane Smith as a new director, with the shareholders' meeting scheduled for March 15, 2025."

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Document background
An Ordinary Resolution of Shareholders is a crucial corporate governance document used in Australian companies to formalize decisions made by shareholders. This type of resolution is required when shareholders need to make decisions by simple majority (more than 50% of votes cast) on routine company matters, as opposed to special resolutions which require 75% approval. The document must comply with the Corporations Act 2001 and any applicable state legislation, as well as the company's constitution. Common uses include appointing or removing directors, approving financial statements, declaring dividends, and other day-to-day corporate decisions. The resolution must include specific details about the meeting, voting results, and proper certification by authorized officers. It forms part of the company's official records and may need to be lodged with regulatory bodies such as ASIC in certain circumstances.
Suggested Sections

1. Company Information: Full legal name of the company, ACN, and registered office address

2. Meeting Details: Date, time, and location/mode (physical/virtual/hybrid) of the shareholders' meeting

3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met

4. Resolution Title: Clear title indicating the nature of the resolution

5. Resolution Text: The exact wording of the resolution to be voted upon

6. Voting Results: Record of votes cast (for, against, abstained) and whether the resolution was passed

7. Certification: Signature block for the Chairperson or Company Secretary to certify the resolution

Optional Sections

1. Attendance List: List of shareholders present, used when the resolution is part of broader meeting minutes

2. Proxies: Details of proxy arrangements, required when proxies were used in voting

3. Recitals: Background information explaining the context of the resolution, used when additional context is needed

4. Special Business: Any additional matters discussed related to the resolution, used when context is important

5. Declarations of Interest: Required when directors or shareholders have declared interests in the subject matter

Suggested Schedules

1. Voting Summary: Detailed breakdown of votes cast, including percentage calculations and voter information

2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, reports)

3. Proxy Forms: Copies of submitted proxy forms, if applicable

4. Notice of Meeting: Copy of the notice sent to shareholders regarding the meeting

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

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alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Mining and Resources

Healthcare

Real Estate

Professional Services

Construction

Agriculture

Telecommunications

Energy

Transport and Logistics

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Management

Board Administration

Shareholder Relations

Risk Management

Corporate Affairs

Administrative Support

Relevant Roles

Company Secretary

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Governance Manager

Legal Administrator

Risk Manager

Shareholder Relations Manager

Corporate Affairs Director

Executive Assistant to Board

Industries
Corporations Act 2001 (Cth): Primary federal legislation governing companies in Australia, including requirements for shareholder meetings, voting procedures, and resolutions
Corporations Regulations 2001: Supplementary regulations that provide additional detail on the implementation of the Corporations Act, including specific procedures for meetings and voting
ASX Listing Rules: If the company is listed, these rules provide additional requirements for shareholder meetings and resolutions, including notification requirements and voting procedures
Electronic Transactions Act 1999: Relevant for electronic voting and virtual meetings, particularly important in modern corporate governance
State-specific Corporations Laws: Any applicable state-based legislation that may affect corporate governance and shareholder meetings in the relevant jurisdiction
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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