Resolution Of The Sole Shareholder Template for England and Wales

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Key Requirements PROMPT example:

Resolution Of The Sole Shareholder

"I need a Resolution of the Sole Shareholder to appoint Jane Smith as a new director of my tech startup company, effective from 1 March 2025, and to accept the resignation of current director Tom Brown."

Document background
A Resolution of the Sole Shareholder is used when a company with a single shareholder needs to make formal decisions about company matters. This document is required under English and Welsh law to record important corporate decisions such as changing directors, altering share capital, or approving significant transactions. The resolution must comply with the Companies Act 2006 and the company's Articles of Association, and should be kept as part of the company's statutory records. It provides legal protection and demonstrates proper corporate governance.
Suggested Sections

1. Company Details: Company name, registration number, and registered office address

2. Date: Date when the resolution is made

3. Title: Clear identification as a Written Resolution of the Sole Shareholder

4. Resolution Text: Formal statement of the decision(s) being made by the sole shareholder

5. Signature Block: Space for sole shareholder's signature, name, and position

Optional Sections

1. Recitals: Background information and context explaining the reasons for the resolution

2. Multiple Resolutions: Numbered list of separate decisions when more than one resolution is being passed

Suggested Schedules

1. Supporting Documents: Any relevant documents referenced in the resolution that need to be attached

2. Certificate of Secretary: Optional certification by the company secretary or director confirming the authenticity of the resolution

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

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006 - Section 281: Primary legislation governing the general rules for passing resolutions in companies registered in England and Wales

Companies Act 2006 - Section 288: Specific provisions regarding written resolutions, their format, and circulation requirements

Companies Act 2006 - Section 292: Specific provisions for decision-making by sole shareholders, including recording and documentation requirements

Companies Act 2006 - Section 298: Requirements for recording and maintaining records of shareholder decisions

Articles of Association: Company's constitutional document that may contain specific requirements for passing shareholder resolutions and decision-making processes

Model Articles: Default articles of association that apply if the company hasn't adopted custom articles, containing standard provisions for shareholder decisions

Regulatory Requirements: Additional requirements if the company is regulated by bodies such as the Financial Conduct Authority (FCA)

Stock Exchange Rules: Additional requirements if the company or its parent company is listed on a stock exchange

Constitutional Documents: Other company documents including shareholders' agreements and existing resolutions that might affect or be affected by new resolutions

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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