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Sample Shareholders’ Special Resolutions in United Kingdom

Company number: ….
THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY SHARES
WRITTEN RESOLUTIONS
– 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
“Resolutions”).

SPECIAL RESOLUTIONS

(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
£77,841.
(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.

AGREEMENT

Please read the notes at the end of this document before signifying your agreement to the
Resolutions.
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
COMPANY)
Date: ……………………………….…………….

NOTES
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
agreement.
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.

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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

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