Minutes Of Resolution Template for England and Wales

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Key Requirements PROMPT example:

Minutes Of Resolution

"I need Minutes of Resolution documenting our board's approval of a new share issuance and appointment of two new directors during our emergency board meeting scheduled for March 15, 2025, ensuring all Companies House filing requirements are addressed."

Document background
Minutes of Resolution are essential corporate documents required for maintaining proper records of company decisions. They are used to document formal resolutions passed during board meetings, shareholder meetings, or other official company gatherings. Under English and Welsh law, companies are legally required to maintain these records, which serve as evidence of corporate decision-making and compliance with the Companies Act 2006. The minutes should include details of attendees, discussions, voting outcomes, and any significant matters addressed during the meeting.
Suggested Sections

1. Header Information: Company name, registration number, date, time, and location of meeting

2. Attendees: List of present directors/shareholders, apologies for absence

3. Quorum: Confirmation that meeting is quorate

4. Chair: Appointment of meeting chair

5. Resolutions: Clear statement of each resolution discussed and voted upon

6. Voting Results: Outcome of each vote including numbers for/against

Optional Sections

1. Previous Minutes: Review and approval of previous meeting minutes - used when following up on a previous meeting

2. Declarations of Interest: Directors' declarations of any conflicts - used when directors have potential conflicts with matters discussed

3. Any Other Business: Additional matters discussed - used when additional items were raised during the meeting

Suggested Schedules

1. Voting Record: Detailed breakdown of votes cast

2. Supporting Documents: Any referenced documents or materials presented during meeting

3. Proxy Forms: Copies of proxy forms if any votes were cast by proxy

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

Industries

Companies Act 2006: Primary legislation governing company operations in England and Wales, including requirements for meetings, resolutions, voting procedures, and company records maintenance

Model Articles of Association: Standard template provisions that outline company decision-making processes and meeting procedures unless modified by the company's own articles

Corporate Governance Code: Set of principles and guidelines for good corporate governance, particularly relevant for listed companies

Company's Articles of Association: Company's own constitutional document that sets out the rules for running the company, including meeting procedures and decision-making processes

Small Business, Enterprise and Employment Act 2015: Legislation affecting corporate transparency and filing requirements that may impact how resolutions are recorded and filed

Names and Trading Disclosures Regulations 2015: Regulations governing how company information must be displayed and disclosed in corporate documents including minutes

Notice Requirements: Statutory requirements for giving notice of meetings where resolutions will be passed, including timeframes and content requirements

Quorum Requirements: Minimum number of eligible participants required to be present for valid decision-making in meetings

Voting Thresholds: Different majority requirements for different types of resolutions (ordinary vs special resolutions)

Record-keeping Requirements: Legal obligations for maintaining accurate records of meetings and resolutions, including storage and accessibility requirements

Companies House Filing: Requirements for filing certain types of resolutions with the UK company registry (Companies House) within specified timeframes

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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