Last updated December 27, 2023
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What is a Shareholders’ Resolution?
A Shareholders' Resolution form is a statement a company’s shareholders use to record actions or decisions that are passed outside of a meeting.
Generally, during in-person or remote shareholder meetings, decisions (i.e., resolutions) are recorded in the minutes and are kept in a minute book. Our Shareholders’ Resolution template allows shareholders to record these events without holding a meeting.
Shareholders’ Resolutions are also known as:
- Resolution in lieu of a meeting
- Shareholders’ action to consent without a meeting
- Shareholder consent resolution
- Action by unanimous written consent
- Notice of action by written consent
- Shareholders’ written consent to action
When is a Shareholders’ Resolution useful?
Shareholders' Resolutions are used in lieu of a meeting. This is done if the shareholders cannot or do not want to meet to vote.
Shareholders' Resolutions can be used to record and pass all types of decisions, such as those related to:
- Changes to Corporate Bylaws, like executive compensation, company transparency, management, or corporate reorganization
- The settlement of lawsuits
- The purchase or sale of another business
- Stock issuance
Using a Shareholders’ Resolution instead of calling a formal meeting may be helpful if dealing with minor matters. Also, shareholders of some smaller companies prefer to act through written resolutions. By avoiding meetings, corporate time and resources are well-spent.
How do you write a Shareholders’ Resolution?
When answering LawDepot’s Shareholders’ Resolution questionnaire, we ask you to complete the following steps:
- Specify whether the president and corporate secretary have certified the resolution
- Provide corporation details, including the corporation’s name and secretary
- Provide shareholder details, including each shareholder’s name
- Describe the resolution(s)
- Specify the date the resolution was signed
- Specify if the resolution is effective on the listed date or not
This questionnaire will help you confirm that all your information has been properly inputted.
Directors’ Resolution vs. Shareholders’ Resolution
As its name suggests, a Directors’ Resolution refers to resolutions made by the directors of a company or corporation. A director is an elected representative who oversees the company’s operations. They work with the shareholders to ensure the company’s interests are adequately met.
In contrast, Shareholders’ Resolutions record the decisions made by shareholders.
Are Shareholders’ Resolutions legally binding?
A Shareholders’ Resolution in lieu of a meeting is equally as valid as if it had been passed at an actual meeting of the shareholders. Our Shareholders' Resolution form, when used in lieu of a meeting, can be legally binding when signed by all shareholders of the company.
