In order to be eligible to submit a resolution, the shareholder must meet the requirements of share ownership, but those must be shares with voting rights. Several publicly held companies issue multiple classes of shares.
Who can propose a resolution?
A private company may resolve anything in writing too. (There is one exception: to remove a director or auditor before the end of their term of office). A meeting is not required and no prior notice is necessary. A resolution may be proposed as a written one by the directors or by the members.
Passing shareholder resolutions
The members of a private limited company may pass a resolution as a written resolution (unless it is an ordinary resolution requiring special notice) or at a general meeting (including an AGM) of the members of the company.
A shareholder resolution is a non-binding recommendation to the board of directors of a public corporation regulated by the U.S. Securities and Exchange Commission. Proposed by shareholders, resolutions are presented and voted upon at the corporation’s annual meeting and through the annual proxy vote.
What are the three types of resolutions?
Resolution – Legislation introduced in either the House of Representatives or the Senate, but unlike bills they may be limited in effect to the Congress or one of its chambers. The three types of resolutions are joint resolutions, simple resolutions and concurrent resolutions.
An ordinary resolution requires majority approval (eg over 50%) and a special resolution requires 75% approval. The Companies Act 2006, your articles of association, and any shareholders agreement, can each specify whether the shareholders need to pass an ‘ordinary resolution’ or a ‘special resolution’.
Who can pass a special resolution?
A resolution of members (or a class of members) of a company passed by: On a show of hands at a general meeting, a majority of not less than 75% if it is passed by not less than 75% of the votes cast by those entitled to vote (section 283(4), Companies Act 2006).
What is a special resolution used for?
What is a special resolution? Special resolutions – also known as ‘extraordinary resolutions’ – are needed for more important decisions or those decisions affecting the constitution of a company. These require at least 75% of the shareholders or directors to agree – and in some situations as much as 95%.
Netherlands12 Shareholders representing at least 1/300th of share capital can request in writing for a resolution to be added to the agenda. Shareholders can organise together, so that they collectively represent the minimum 1/300th of share capital and so can file a resolution.
To pass company resolutions, which may be ‘ordinary’ or ‘special’, shareholders must cast their votes for or against a proposed course of action. This can be done at a general meeting or by written resolution. Ordinary resolutions require a simple majority vote (above 50%) to be passed.
A shareholders’ agreement is an agreement entered into between all or some of the shareholders in a company. It regulates the relationship between the shareholders, the management of the company, ownership of the shares and the protection of the shareholders. They also govern the way in which the company is run.
However, the courts define a shareholder resolution as a ‘decision’ of the company. Therefore, such resolutions are considered to be a binding decision of the company.
Shareholder activism involves the efforts of the shareholders to bring about a desired change in the operations of the company or to influence the management in governing the company to protect the interest of the shareholders.