Corporate AGM Resolutions Template

CORPORATE AGM RESOLUTIONS

Company Name:    Registered Number:    Registered Office:

A duly convened Annual General Meeting of the members of the Company was held on at and the following resolutions were proposed, considered and duly passed in accordance with the Company’s articles of association and applicable law.

RECITALS

WHEREAS, the directors have prepared and presented to the meeting the audited financial statements and reports for the financial year ended ;

WHEREAS, notice of the Annual General Meeting was duly given to all members in accordance with the Company's articles of association and applicable statutory requirements;

WHEREAS, it is desirable for the Company to record the formal resolutions adopted by the members at the Annual General Meeting and to authorize officers and directors to take such actions as are necessary to implement those resolutions.

NOW, THEREFORE, BE IT RESOLVED that the resolutions set forth below are adopted and approved by the members of the Company at the Annual General Meeting.

RESOLUTIONS

1. Approval of Minutes. RESOLVED THAT the minutes of the previous Annual General Meeting held on be and are hereby approved, confirmed and adopted in all respects.

2. Receipt and Adoption of Accounts. RESOLVED THAT the audited financial statements of the Company for the year ended together with the directors' and auditors' reports thereon be and are hereby received, considered and adopted.

3. Declaration of Dividend. RESOLVED THAT a final dividend of per ordinary share, amounting in aggregate to , be and is hereby declared payable to shareholders of record on and payable on or before , and that the directors are authorized to determine the method of payment and related arrangements.

4. Election and Re‑election of Directors. RESOLVED THAT the persons named below be and are hereby elected or re-elected to the Board of Directors to serve until the next Annual General Meeting or until their successors are duly elected:

5. Appointment and Remuneration of Auditors. RESOLVED THAT be appointed auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that the directors be and are hereby authorised to fix the auditors' remuneration.

6. Authority to Fix Remuneration of Directors. RESOLVED THAT the directors be and are hereby authorised to determine and approve from time to time such remuneration, fees and benefits as are reasonable and customary for the directors and officers of the Company and to allocate any such amounts among them.

7. Ratification of Prior Acts. RESOLVED THAT all acts, proceedings, contracts, appointments and authorizations performed, executed or entered into by any director or officer of the Company in the name or on behalf of the Company prior to the date of these resolutions which are incidental to or reasonably necessary to carry into effect these resolutions be and are hereby ratified, confirmed and approved in all respects.

8. General Authority. RESOLVED THAT any director or officer of the Company be and is hereby authorised, empowered and directed to execute, deliver and file all such instruments, certificates and other documents and to take all such actions as in their opinion may be necessary, desirable or expedient to give effect to the foregoing resolutions, including without limitation the signing of filings with regulatory authorities and the making of entries in the Company register.

9. Special Resolutions and Other Business. RESOLVED THAT any special business described in the notice of meeting, including but not limited to amendments to the articles of association or any share capital reorganisation, be approved as set forth in the minutes and that particulars of any special resolution be recorded in the minute book.
If special resolution adopted, describe particulars below:

NOTICES

MISCELLANEOUS

Governing Law. These resolutions shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is incorporated, and the courts of such jurisdiction shall have exclusive jurisdiction over any dispute arising out of or in connection with these resolutions.

Entire Agreement. These resolutions constitute the entire record of the decisions taken at the Annual General Meeting with respect to the matters set forth herein and supersede any prior resolutions or consents to the extent inconsistent.

Severability. If any provision of these resolutions is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Amendments. No amendment or modification of these resolutions shall be effective unless made in writing and signed by a duly authorised officer of the Company.

Waiver. No failure or delay by the Company in exercising any right, power or remedy under these resolutions shall operate as a waiver of such right, power or remedy.

Counterparts. These resolutions may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATION

I hereby certify that the foregoing is a true and correct record of resolutions duly passed at the Annual General Meeting of the Company held on the date and at the place set forth above and that the resolutions remain in full force and effect as of the date below unless recorded otherwise in the minute book.

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