Shareholder Resolution Draft
Input resolution subject to get AI-drafted written shareholders resolution
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About Shareholder Resolution Draft
Draft Shareholder Resolutions Quickly and Accurately
Certain company decisions require formal approval by the shareholders, not just the board of directors. Whether it's approving a share allotment, changing the company's articles, declaring dividends, or removing a director, the decision must be documented in a properly worded shareholder resolution. The Shareholder Resolution Draft Tool on ToolWard helps you draft these resolutions with the correct legal language and structure.
Under the Companies and Allied Matters Act (CAMA) 2020, shareholder resolutions can be ordinary (requiring a simple majority) or special (requiring at least 75% of votes cast). The distinction matters because certain actions, like amending the memorandum and articles of association or approving a voluntary winding up, specifically require special resolutions. Using the wrong type of resolution can invalidate the decision entirely.
Resolution Types Covered
This tool supports drafting both ordinary resolutions and special resolutions. It also handles written resolutions, which allow shareholders to pass resolutions without holding a physical meeting, provided the requisite majority sign the written document. Written resolutions have become increasingly common, especially for private companies with a small number of shareholders.
Common resolution topics include approval of annual financial statements, appointment and removal of directors, appointment of auditors, authorization of share allotments, approval of related-party transactions, amendment of the company's articles, change of company name, and authorization of specific corporate actions such as taking on significant debt or entering into major contracts.
How to Use the Tool
Select the resolution type: ordinary, special, or written. Choose the subject matter from a list of common topics or enter a custom description. Provide the company name, the date of the meeting or written resolution, and any specific details such as the name of a director being appointed or the number of shares being allotted.
The tool generates a complete resolution document with the appropriate recitals, the resolution text itself, voting requirements, and signature blocks. For meeting-based resolutions, it includes the meeting notice reference and quorum confirmation. For written resolutions, it includes circulation instructions and the majority threshold.
Practical Scenarios
A private company in Lagos wants to allot new shares to a strategic investor. The board has already approved the allotment in principle, but CAMA requires shareholder authorization. The company secretary uses this Shareholder Resolution Draft Tool to prepare an ordinary resolution authorizing the directors to allot the specified number of shares at the agreed price. The resolution is circulated as a written resolution and signed by shareholders holding more than 50% of the voting rights.
A family-owned business in Kano needs to change its company name as part of a rebranding exercise. This requires a special resolution under CAMA. The company secretary generates the special resolution using the tool, ensuring the 75% threshold is clearly stated and that the resolution references the correct section of the Act. The resolution is passed at an extraordinary general meeting and filed with the Corporate Affairs Commission.
Who Should Use This?
Company secretaries and corporate compliance officers handle shareholder resolutions regularly and need them to be accurate every time. Founders of small companies who manage their own corporate governance will find the guided format prevents errors that could cause problems with the CAC or in future due diligence exercises.
Lawyers preparing corporate transactional documents can use the tool to quickly generate resolution drafts for their clients, freeing up time for higher-value advisory work. Accountants and auditors who need to verify that proper shareholder approvals exist for significant transactions can also use the tool to understand what a compliant resolution should look like.
Key Reminders
Always verify the voting threshold in your company's articles of association, as they may specify different requirements from the CAMA defaults. File resolutions with the CAC when required, particularly special resolutions, within 15 days of being passed. Keep signed copies in the company's statutory records.
Draft your shareholder resolution now and ensure your company's governance is legally sound.