What is a shareholder resolution?
Some company decisions belong to the shareholders, not the board: changing the articles or bylaws, approving a share issue or a sale of the business, appointing or removing directors, changing the company's name. In many places a private company can take these decisions by written resolution instead of holding a general meeting, as long as shareholders with enough of the votes sign. This is sometimes called a written consent of stockholders.
This template records the company, the type of resolution (ordinary, special or unanimous), whether it was passed in writing or at a general meeting, and the share of the voting rights the signers hold. You write up to three resolutions in your own words, add an optional background and list of holdings, and a standard clause authorises the directors to carry the decision out and make any registry filings. Three shareholders sign.
- Best for
- Private companies recording a shareholder decision without, or after, a general meeting
- Signed by
- Three shareholders (or people signing for corporate shareholders)
- Resolution types
- Ordinary, special or unanimous
- Length
- About 2 pages
When to Use a shareholder resolution
- Adopting new articles of association or amended bylaws
- Approving the issue of new shares or a new share class
- Appointing or removing a director where shareholders decide
- Approving the sale of the business or a major asset
- Changing the company's name
What You Fill In
14 blanks, then the name and email of each person who signs: first shareholder, second shareholder, third shareholder.
1 The company
- Company name*
- Where the company is incorporated
- Company or registration number
2 How it was passed
- Date of the resolution*
- How the resolutions are passed* by written resolution without a meeting, as permitted by the Company's constitutional documents and applicable law · at a duly called general meeting of the shareholders at which a quorum was present throughout
- Type of resolution* an ordinary resolution · a special resolution · a unanimous resolution
- Share of voting rights held by the signers*
- Where the meeting was held (meeting only)
3 The resolutions
- Subject of the resolution*
- Background
- First resolution*
- Second resolution
- Third resolution
4 The shareholders
- Shares held by each signer
5 Who signs
- First shareholder signature and date · A shareholder, or a person authorised to sign for a corporate shareholder.
- Second shareholder signature and date
- Third shareholder signature and date
What the shareholder resolution Covers
- Background
- Resolutions
- Shareholdings of the signers
- Signing
Using the shareholder resolution, step by step
1 Identify the company
Enter the company name and, if useful, where it is incorporated and its registration number.
2 Choose how and what type
Pick a written resolution or a general meeting, and an ordinary, special or unanimous resolution. Enter the share of voting rights the three signers hold, so the record shows the majority was reached.
3 Write the resolutions
Each resolution completes "RESOLVED that ...". Name documents, people, numbers and dates exactly. Add the signers' holdings if you want a record of how many shares voted.
4 Send for signature
Add the three shareholders as signers. VergeHR places a signature and date box for each, and the signed PDF is filed in Files to keep with the company's records.
Tips Before You Send It
- Check your articles or bylaws and local company law for the majority each type of resolution needs, and whether written resolutions are allowed at all.
- Some places require a proposed written resolution to be sent to every eligible shareholder, not only those who will sign. Do that first.
- Certain shareholder resolutions must be filed with the company registry within a set time. Check the deadline where you are incorporated.
- Decisions for the board, such as opening a bank account, go in a board resolution instead.
Sign It Online In Minutes
- Fill in the blanks. Names, dates and amounts go straight into the agreement — the preview shows exactly where.
- Name who signs. Tick “This is me” for your own part. VergeHR builds the PDF with every signature, date box on the right line, and you can check or move anything before sending.
- Send it. Each signer gets a secure link and signs from any device — no account needed. The signed PDF, with an audit trail and a Certificate of Completion, is filed in Files and emailed to everyone.
Shareholder resolution: frequently asked questions
What is the difference between a board resolution and a shareholder resolution?
The board makes day-to-day and management decisions. Shareholders decide the matters the law or the company's rules reserve to them, such as changing the constitution or approving certain share issues. Some decisions need both.
What is a special resolution?
A resolution that needs a higher majority than an ordinary one. The exact threshold, and which decisions need it, are set by local company law and your company's rules.
What if more or fewer than three shareholders need to sign?
This template has three signature blocks. For a different number, upload your own resolution to VergeHR eSignature and place a box for each shareholder in the editor.
Can shareholders sign electronically?
In many places, yes, for written resolutions. Check your company's rules and whether a registry or bank relying on the resolution has its own requirements.