Free Shareholder Resolution Template
A shareholder resolution is a stockholder decision made outside of the annual shareholder meeting. While directors make most corporate decisions, shareholders still have a few significant powers, including changing directors and amending or updating bylaws or Articles of Incorporation. These types of changes can be made with a shareholder resolution. We offer a free template you can use to record your shareholder resolutions.
Why do I need shareholder resolutions?
Shareholders don’t make too many corporate decisions—that job goes to the directors—but there are a few issues in which shareholders still have a say, including:
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changing the directors of the corporation
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amending corporate documents, such as bylaws or Articles of Incorporation
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dissolving the corporation
While these kinds of major shareholder decisions typically take place at annual meetings, decisions can be made outside of an annual meeting with a shareholder resolution.
What should shareholder resolutions include?
Shareholder resolutions need a few key elements—namely a clear description of the resolution itself, shareholder information and signatures. Our template for a shareholder resolution includes the following information:
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Your corporation’s name
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Date, time and location of meeting
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Statement that all shareholders agree to the resolution
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Confirmation of the necessary quorum for business to be conducted
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Names of shareholders present or voting by proxy
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Number of shares for each voting shareholder
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Statement that proper meeting notice was given or waived
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Statement consenting and agreeing to business transacted at the meeting
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Resolution
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Shareholder signatures and printed names
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Secretary signature and printed name
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Dates of all signatures