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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 ]
In business or commercial law in certain common law jurisdictions, an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature.
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]
In law, a resolution is a motion, often in writing [note 1], which has been adopted by a deliberative body (such as a corporations' board and or the house of a legislature). An alternate term for a resolution is a resolve .
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."
Since 2019, for example, the EU has passed 13,000 laws compared to far fewer in the U.S., just 3,500 pieces of legislation and 2,000 resolutions at the federal level.
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