Resolution By Shareholders Template for United States

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Key Requirements PROMPT example:

Resolution By Shareholders

"I need a Shareholders' Resolution to approve the appointment of three new board members and authorize a 2-for-1 stock split, to be effective from March 15, 2025, for our Delaware-incorporated technology company."

Document background
A Resolution By Shareholders is a crucial corporate governance document used when shareholders need to make formal decisions about company matters. It's commonly required for significant corporate actions such as mergers, major asset sales, bylaw amendments, or changes in share structure. Under U.S. corporate law, certain decisions must be approved by shareholders rather than just the board of directors. The resolution documents the decision, the voting results, and ensures compliance with both federal securities regulations and state corporate laws. It serves as official evidence of shareholder approval and becomes part of the company's permanent records.
Suggested Sections

1. Title and Date: Identifying information including company name and date of resolution

2. Preamble: States the type of meeting/resolution and applicable corporate authority

3. Quorum Statement: Confirmation that required quorum was present

4. Resolutions: The actual decisions being approved, numbered sequentially

5. Certification: Statement certifying the resolution's validity

Optional Sections

1. Recitals: Background information explaining why resolutions are needed (used for complex matters)

2. Voting Results: Detailed breakdown of votes (used when required by law or requested)

3. Dissenting Opinions: Record of any opposing views (used when shareholders request inclusion)

Suggested Schedules

1. Attendance Register: List of shareholders present or represented at meeting

2. Proxy Forms: Copies of proxy appointments where applicable

3. Supporting Documents: Any referenced documents essential to the resolutions (e.g., contracts being approved)

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

Clauses
Industries

Securities Exchange Act 1934: Federal law governing secondary trading of securities and regulating publicly traded companies. Must be considered if the company is publicly traded.

Securities Act 1933: Federal law regulating the primary issuance of securities and requiring registration of securities offerings unless an exemption applies.

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies.

State Corporation Laws: State-specific laws governing corporate formation, operation, and governance (e.g., Delaware General Corporation Law).

State Business Corporation Acts: Comprehensive state legislation governing various aspects of corporate operations and shareholder rights within the specific state.

State LLC Acts: State laws governing Limited Liability Companies, which may be relevant if the entity is structured as an LLC rather than a corporation.

Articles of Incorporation: Company's founding document filed with the state that outlines basic corporate structure and rights.

Corporate Bylaws: Internal rules governing the company's operations, including procedures for shareholder meetings and voting.

Shareholders' Agreement: Contract between shareholders establishing rights, obligations, and procedures for company governance and share transfers.

SEC Regulations: Rules and requirements established by the Securities and Exchange Commission for public companies and securities trading.

Stock Exchange Rules: Requirements and regulations set by stock exchanges (like NYSE or NASDAQ) for listed companies.

Internal Revenue Code: Federal tax laws that may impact corporate actions and shareholder resolutions.

Quorum Requirements: Minimum number of shareholders required to be present for valid corporate action.

Voting Thresholds: Required percentage of votes needed to pass different types of resolutions.

Notice Requirements: Legal requirements for informing shareholders about meetings and voting.

Record Date Requirements: Rules determining which shareholders are entitled to vote based on the date of record ownership.

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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