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Resolution Of The Sole Shareholder

Resolution Of The Sole Shareholder Template for New Zealand

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Key Requirements PROMPT example:

Resolution Of The Sole Shareholder

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

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Document background
A Resolution of the Sole Shareholder is a crucial corporate governance document used in New Zealand when a company has only one shareholder who needs to make formal decisions about company matters. This document is commonly used for decisions such as approving major transactions, changing company constitution, appointing or removing directors, approving financial statements, or authorizing significant business changes. The resolution must comply with the Companies Act 1993 and the company's constitution, and it serves as an alternative to holding formal shareholder meetings. It's particularly useful for small businesses and single-owner companies, providing a streamlined way to document important company decisions while maintaining proper corporate governance standards. The document typically includes details of the decision, its context, and any relevant statutory references, ensuring transparency and legal compliance in company decision-making.
Suggested Sections

1. Company Details: Identification of the company including company name, company number, and registered office

2. Date: Date of the resolution

3. Sole Shareholder Details: Full name and details of the sole shareholder making the resolution

4. Declaration of Capacity: Statement confirming the capacity as sole shareholder and ability to pass resolutions

5. Recitals: Background information explaining the context and reason for the resolution

6. Resolutions: Clear statement of the resolution(s) being passed, numbered if multiple resolutions

7. Confirmation: Statement confirming the resolution is made in accordance with the company's constitution and the Companies Act 1993

8. Execution: Signature block for the sole shareholder

Optional Sections

1. Director Acknowledgment: Section for director acknowledgment if the resolution requires director implementation or awareness

2. Conditions Precedent: Any conditions that must be met before the resolution takes effect

3. Financial Implications: Details of any financial impact or considerations when the resolution involves monetary decisions

4. Regulatory Compliance Statement: Additional statements regarding compliance with specific regulations when dealing with regulated matters

5. Timeline for Implementation: Specific timeline or deadlines for implementing the resolution decisions

Suggested Schedules

1. Supporting Documents: Copies of relevant documents referenced in the resolution

2. Financial Information: Detailed financial information if the resolution involves financial decisions

3. Company Constitution Extract: Relevant excerpts from the company constitution supporting the resolution

4. Certificate of Title: If the resolution involves property matters

5. Share Certificate Details: If the resolution involves share-related decisions

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

Professional Services

Retail

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Construction

Agriculture

Mining

Hospitality

Education

Transport and Logistics

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Support

Executive Office

Finance

Administrative Services

Corporate Services

Relevant Roles

Company Director

CEO

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Corporate Governance Manager

Board Secretary

Managing Director

Business Owner

Chief Financial Officer

Legal Administrator

Corporate Services Manager

Industries
Companies Act 1993: The primary legislation governing company operations in New Zealand, including requirements for shareholder decisions, company management, and corporate governance.
Financial Markets Conduct Act 2013: Regulates financial markets and financial products, relevant if the shareholder resolution involves any financial market obligations or securities.
Tax Administration Act 1994: Governs tax obligations and record-keeping requirements that might be relevant to shareholder decisions affecting company taxation.
Contract and Commercial Law Act 2017: Relevant for any contractual aspects of the shareholder resolution and ensuring compliance with New Zealand commercial law principles.
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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