United Kingdom Encyclopedia of Law     Wiki Legal Encyclopedia (BETA)
Search in more than 1.500.000 entries

Sample Shareholders’ Special Resolutions in United Kingdom

Company number: ….
– of –
Company LTD (the “Company”)
… 2016 (the “Circulation Date”)

Pursuant to chapter 2 of part 13 of the Companies Act 2006 (the “2006 Act”), the directors of
the Company proposes that the resolutions below be passed as Special Resolutions (the


(a) That the new articles of association of the Company attached to this written
resolution be approved and adopted as the new articles of association of the
Company (the “New Articles”) in substitution for and to the entire exclusion of the existing articles of association.
(b) That the provisions of article 13 of the New Articles shall not apply to the issue
of shares in the capital of the Company up to an aggregate nominal value of
(c) That each transfer by certain existing shareholders of the Company of a total of
… ordinary shares of £1.00 each in the capital of the Company is hereby
approved and confirmed as a Permitted Transfer under the New Articles.
(d) That, subject to the passing of resolution (c) and to the completion of the
transfers of the 16,780 ordinary shares of £1.00 each in the capital of the
Company, such shares be re-classified as 16,780 series B shares of £1.00
each in the capital of the Company and shall have the rights and be subject to
the restrictions set out in the New Articles.


Please read the notes at the end of this document before signifying your agreement to the
The undersigned, being a member of the Company entitled to vote on the Resolutions on the
Circulation Date, hereby irrevocably agrees to the Resolutions.

Signed: ……………………………….…………….
Name: ……………………………………………………
For and on behalf of: ……………………………….……………. (COMPLETE IF MEMBER IS A
Date: ……………………………….…………….

1. If you agree to the Resolutions, please indicate your agreement by signing and dating
this document where indicated above and returning it to the Company using one of the
following methods:
(a) by hand: delivering the signed copy to …;
(b) by post: returning the signed copy by post to Laurent Descout at the registered
office of the Company;
(c) by fax: faxing the signed copy to fax number +44 … marked “For
the attention of …”; or
(d) by email: by attaching a scanned copy of the signed document to an email and
sending it to …@company.com. Please enter “Written resolutions”
in the email subject box.

2. If you do not agree to the Resolutions, you do not need to do anything: you will not be
deemed to agree if you fail to reply.
3. Once you have indicated your agreement to the Resolutions, you may not revoke your
4. Unless, within 28 days of the Circulation Date sufficient agreement has been received
from the required majority of eligible members for the Resolutions to be passed, it will
lapse. If you agree to the Resolutions, please ensure that your agreement reaches us
on or before this date.
5. In the case of joint holders of shares, only the vote of the senior holder who votes will
be counted by the Company. Seniority is determined by the order in which the names
of the joint holders appear in the register of members.
6. If you are signing this document on behalf of a person under a power of attorney or
other authority, please send a copy of the relevant power of attorney or authority when
returning this document.

Rate this post

Learning is Our Passion

This entry about Sample Shareholders Special Resolutions has been published under the terms of the Creative Commons Attribution 3.0 (CC BY 3.0) licence, which permits unrestricted use and reproduction, provided the author or authors of the Sample Shareholders Special Resolutions entry and the Lawi platform are in each case credited as the source of the Sample Shareholders Special Resolutions entry. Please note this CC BY licence applies to some textual content of Sample Shareholders Special Resolutions, and that some images and other textual or non-textual elements may be covered by special copyright arrangements. For guidance on citing Sample Shareholders Special Resolutions (giving attribution as required by the CC BY licence), please see below our recommendation of "Cite this Entry".

Cite this entry

Legal Citations Generator

(2015, 12). Sample Shareholders Special Resolutions lawi.org.uk Retrieved 08, 2022, from https://lawi.org.uk/sample-shareholders-special-resolutions/

12 2015. 08 2022 <https://lawi.org.uk/sample-shareholders-special-resolutions/>

"Sample Shareholders Special Resolutions" lawi.org.uk. lawi.org.uk, 12 2015. Web. 08 2022. <https://lawi.org.uk/sample-shareholders-special-resolutions/>

"Sample Shareholders Special Resolutions" lawi.org.uk. 12, 2015. Accesed 08 2022. https://lawi.org.uk/sample-shareholders-special-resolutions/

International, 'Sample Shareholders Special Resolutions' (lawi.org.uk 2015) <https://lawi.org.uk/sample-shareholders-special-resolutions/> accesed 2022 August 18

Usage Metrics

2334 Views. 1797 Visitors.

Google Scholar: Search for Sample Shareholders Special Resolutions Related Content


Schema Summary

  • Article Name: Sample Shareholders Special Resolutions
  • Author: International
  • Description: Sample Shareholders' Special Resolutions Company number: .... THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY SHARES [...]

This entry was last updated: May 29, 2015


Recent Comments