Shareholder Special Resolution Template for United States

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Key Requirements PROMPT example:

Shareholder Special Resolution

"I need a Shareholder Special Resolution for our tech startup to approve a merger with ABC Technologies Inc., to be presented at our extraordinary general meeting on March 15, 2025, requiring approval from at least 75% of voting shareholders."

Document background
A Shareholder Special Resolution is a crucial corporate governance document used when companies need to make significant changes that require shareholder approval beyond a simple majority. Under U.S. law, these resolutions typically require 75% shareholder approval and are commonly used for major corporate actions such as mergers, name changes, or amendments to constitutional documents. The resolution must comply with SEC requirements (for public companies), state corporation laws, and the company's bylaws. Special resolutions are distinct from ordinary resolutions and must be properly documented and filed with relevant authorities.
Suggested Sections

1. Header Information: Company name, registration number, and date of resolution

2. Title of Resolution: Clear statement identifying this as a special resolution

3. Notice Statement: Confirmation that proper notice was given as per company bylaws and applicable laws

4. Quorum Statement: Confirmation that required quorum was present for valid resolution

5. Resolution Text: The actual resolution(s) being passed, clearly numbered if multiple items

6. Voting Results: Record of votes for, against, and abstentions

Optional Sections

1. Recitals: Background information explaining the context and necessity of the resolution

2. Proxy Details: Information about proxy votes and verification of proxy appointments

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

Suggested Schedules

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

2. Voting Record: Detailed breakdown of votes cast by each shareholder

3. Supporting Documents: Any relevant documents referenced in the resolution including certificates, reports, or valuations

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

Securities Exchange Act 1934: Federal law governing secondary trading of securities, establishing SEC oversight, and requiring periodic reporting for public companies

Securities Act 1933: Federal law regulating the offering and sale of securities, requiring registration and full disclosure of material information

Sarbanes-Oxley Act 2002: Federal law enhancing corporate responsibility, financial disclosures, and combat corporate accounting fraud (applicable to public companies)

Dodd-Frank Act: Federal law implementing financial regulatory reform, including corporate governance and disclosure requirements

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

Articles of Incorporation: Primary corporate document filed with state authorities establishing the corporation's existence and basic structure

Corporate Bylaws: Internal rules governing the corporation's operation, management, and shareholder rights

Shareholder Agreements: Existing contracts between shareholders defining their rights, obligations, and relationships

SEC Regulations: Federal securities regulations implementing securities laws and governing public company compliance

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities within each state

Internal Revenue Code: Federal tax laws that may affect the implementation and consequences of shareholder resolutions

Voting Requirements: Specific thresholds required for special resolution approval, typically higher than ordinary resolutions

Notice Requirements: Mandatory timeframes and methods for notifying shareholders of meetings and proposed resolutions

Quorum Requirements: Minimum number of shareholders required to be present for valid meeting and resolution passage

Filing Requirements: Necessary documentation and procedures for filing the resolution with appropriate authorities

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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