Corporate Special Resolution Template

CORPORATE SPECIAL RESOLUTION

Company Name:   Company Registration Number:

Registered Office:

A meeting of the shareholders of the Company was held on at at .

RECITALS

WHEREAS the directors have proposed certain alterations to the constitution and/or corporate affairs of the Company and have recommended that such proposals be submitted to the shareholders for approval by special resolution;

WHEREAS notice of the meeting containing particulars of the proposals to be considered was duly given in accordance with the articles of association and applicable statutory requirements and a quorum was present;

WHEREAS the directors have provided the shareholders with the information required by law and such information has been considered by the meeting;

NOW THEREFORE IT IS HEREBY RESOLVED, by way of special resolution, as follows:

1. OPERATION OF RESOLUTION

That the matters described in this resolution be and are hereby approved and adopted as a special resolution of the Company pursuant to the articles and the applicable statutory provisions governing special resolutions.

2. TYPE OF SPECIAL RESOLUTION

The shareholders hereby resolve to approve the following action(s). Select all applicable items and complete the corresponding particulars below.

  Change of Company Name

  Amendment of Memorandum and Articles of Association

  Reduction of Share Capital

  Voluntary Winding Up / Liquidation

  Other (specify)

3. EFFECT OF RESOLUTION

The shareholders acknowledge that, to the extent applicable, this special resolution alters the constitution of the Company and will be subject to registration or filing with the appropriate authorities. The directors and any officer of the Company are hereby authorized to execute and deliver all instruments, notices and documents and to do all acts and things necessary or desirable to give full effect to this resolution.

4. CERTIFICATE OF VOTING

The undersigned secretary hereby certifies the results of the vote on the foregoing special resolution as follows:

The undersigned certifies that the foregoing constitutes a true and accurate statement of the votes cast and that the special resolution was passed / not passed (strike as appropriate) in accordance with the threshold required by the Company's articles and applicable statutory law, being not less than percent of votes cast.

5. EFFECTIVE DATE

Unless otherwise specified herein, this special resolution shall take effect on or such later date as required by applicable law.

6. NOTICES

7. AUTHORITY

The directors and any officer of the Company are expressly authorized to take all such steps and to sign, execute, file or deliver all documents, instruments or notices and to do all acts necessary or desirable to implement this resolution and to effect any filing or registration required by law or the articles.

8. GOVERNING LAW

This resolution and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is incorporated.

9. ENTIRE AGREEMENT; SEVERABILITY

This resolution constitutes the entire agreement of the shareholders with respect to the matters contained herein. If any provision of this resolution is held to be invalid or unenforceable in whole or in part, the invalidity or unenforceability shall not affect the remaining provisions which shall continue in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this resolution shall be effective unless it is approved by the requisite majority of shareholders and is duly recorded. Failure or delay by the Company to exercise any right or remedy shall not operate as a waiver thereof. This resolution may be executed in any number of counterparts, each of which when executed shall be an original, and all the counterparts together shall constitute one and the same instrument.

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