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Shareholder Resolution Template
Record shareholder decisions clearly and formally with this Shareholder Resolution Template.
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Shareholder Resolution Template
Corporation Name: [Corporation Name]
State/Country of Incorporation: [State/Country]
Principal Office Address: [Address]
Date of Resolution: [Date]
Method: ☐ Shareholder meeting ☐ Written consent
1. Authority and Meeting/Consent
1.1 The shareholders of [Corporation Name] (the “Corporation”) adopt this resolution in accordance with the Corporation’s bylaws and applicable law.
1.2 Quorum: ☐ Present ☐ Not required (written consent).
2. Shareholders and Voting
2.1 Total Outstanding Shares (Optional): [Number]
2.2 Shares Represented: [Number]
2.3 Shareholders Present/Consenting:
[Shareholder Name 1] – Shares/Votes: [__]
[Shareholder Name 2] – Shares/Votes: [__]
[Shareholder Name 3] – Shares/Votes: [__]
2.4 Vote Threshold Required: ☐ Majority ☐ Supermajority ☐ Unanimous ☐ Other: [Threshold]
3. Resolution
3.1 Resolution Title: [Example: “Resolution to Approve Amendment to Articles of Incorporation”]
3.2 Resolved, that:
[Insert the action being approved, e.g., “the shareholders hereby approve the merger of the Corporation with [Entity Name] pursuant to the Merger Agreement dated [Date], and authorize the officers and directors to take all actions necessary to complete the transaction.”]
3.3 Conditions (Optional): [Any conditions or effective date].
3.4 Authorization (Optional). The officers are authorized to execute documents and filings required to carry out this resolution.
4. Adoption and Certification
4.1 This resolution was adopted on the date stated above by:
☐ Unanimous vote ☐ Majority vote ☐ Written consent
4.2 The undersigned certifies that this resolution is a true and correct record and remains in effect unless revoked.
Signatures
Shareholder #1: [Name]
Date: [Date]
Signature: ___________________________
Shareholder #2: [Name]
Date: [Date]
Signature: ___________________________
Shareholder #3 (Optional): [Name]
Date: [Date]
Signature: ___________________________
Corporate Secretary/Authorized Officer (Optional Certification): [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________
Witnesses (If Required)
Witness Name: [Name]
Date: [Date]
Signature: ___________________________
Notary / Notarization (Optional)
State of [State]
County of [County]
On [Date], before me, [Notary Name], personally appeared [Shareholder Name(s)], known to me (or satisfactorily proven) to be the person(s) whose name(s) are subscribed to this Resolution, and acknowledged that they executed it for the purposes stated.
Notary Public Signature: _______________________
My Commission Expires: _______________________
Notary Seal (if applicable): ___________________
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Shareholder Resolution Template
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For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
SHAREHOLDER RESOLUTION TEMPLATE FAQ
What is a shareholder resolution?
A Shareholder Resolution is a formal written record of decisions made by a corporation’s shareholders. Shareholder approval is typically required for major corporate actions such as electing directors, approving mergers, amending articles, authorizing significant asset sales, or approving certain share issuances.
When do shareholders need to approve something?
It depends on corporate law, the company’s charter/bylaws, and the type of action. Common examples include: electing or removing directors, approving fundamental changes (merger, dissolution), amendments to formation documents, and certain equity or asset transactions. This template is a general format to document those approvals.
What should be included in a shareholder resolution?
Include: corporation name, date, meeting or written consent format, quorum, share/vote counts, the action being approved, the vote outcome, and a certification by the corporate secretary or authorized officer. This template includes both meeting and written consent options.
Does this need to be notarized?
Usually not, but some transactions or counterparties may request notarization. This template includes an optional notary section.
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