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A corporate resolution is a document issued by a board of directors, outlining a binding corporate action. [ 1 ] Resolutions may authorize routine transactions such as opening corporate accounts, or adopting a fictitious business name . [ 2 ]
For example, in the United Kingdom under the Companies Act 1985, an extraordinary resolution was a resolution passed by not less than 75% of the members, whereas a special resolution was a resolution passed by the same majority, but having given the members not less than 21 days' notice of the intention to put the resolution to a vote. [1]
A special resolution by comparison requires a greater vote threshold, which varies in different jurisdictions. An ordinary resolution is the most common method by which a corporate entity conducts its business or the board of directors seeks shareholder approval of its actions.
In the United Kingdom, the directors of a public company must convene an EGM if the net assets fall to half or less of the amount of its called-up share capital (section 656 of the Companies Act 2006). Shareholders who meet certain criteria can requisition a general meeting: within 21 days from the date of receipt of requisition, the directors ...
With respect to public companies in the United States, a shareholder resolution is a proposal submitted by shareholders for a vote at the company's annual meeting. Typically, resolutions are opposed by the corporation's management, hence the insistence for a vote. "Voting has long been recognized as one of the primary rights of shareholders."
An alternate director is an individual who is appointed to attend a board meeting on behalf of the director of a company where the principal director would be otherwise unable to attend. The law relating to alternate directors varies from country to country, but in most jurisdictions, the alternate director has the same powers to attend, speak ...
A deadlock provision, or deadlock resolution clause, is a contractual clause or series of clauses in a shareholders' agreement or other form of joint venture agreement which determines how disagreements on key issues are to be resolved in relation to the management of the enterprise. The drafting of the deadlock provisions will often depend to ...
In corporate law, the directors register is a list of the directors elected by the shareholders, generally stored in the company's minute book.By law, companies are required to keep this list up to date to remove those directors who are deceased or resign, and to add those who have been elected by the shareholders [1] However, the register must also list any person who had been a director ...