Written Resolutions of Sole Member / Members / Shareholders

The document titled 'Written Resolutions of Sole Member / Members / Shareholders' is of great importance for a company as it serves as a formal record of resolutions agreed upon by the sole member or members of the company. It is used when there is no need to convene a general meeting but the decisions still need to be documented and legally binding. The document begins with an introduction that varies depending on whether the member is a sole member or multiple members.

 

For a sole member, the document states that the resolutions are agreed upon by the sole member who has the right to attend and vote at a general meeting. The resolutions are made in accordance with the constitution of the company and are treated as if they had been passed at a general meeting. This ensures that the resolutions hold the same legal weight as if they were passed in a formal meeting.

 

For multiple members, the document states that the resolutions are agreed upon by all the members who have the right to attend and vote at a general meeting. Similar to the sole member, the resolutions are made in accordance with the constitution of the company and are treated as if they had been passed at a general meeting.

 

The first resolution in the document pertains to the adoption of articles and association. It states that the attached articles of association are approved and adopted as the new articles of association for the company. These new articles replace any previous articles and are legally binding. The resolution authorizes a director or the company secretary to file a copy of the resolution with the companies registry or house and to perform any necessary actions to give effect to the adoption of the articles.

 

If there is an auditor for the company, the document includes a section stating that a copy of the resolution was sent to the company's auditors. The auditors then confirm their receipt of the resolution.

 

The document concludes with spaces for signatures of the sole member or members, along with their names and dates. This ensures that the resolutions are properly executed and can be easily identified.

 

In summary, the 'Written Resolutions of Sole Member / Members / Shareholders' document is crucial for recording and formalizing resolutions agreed upon by the sole member or members of a company. It ensures that decisions are legally binding and provides a clear record of the company's actions.

How to use this document?

To use the 'Written Resolutions of Sole Member / Members / Shareholders' document, follow these steps:

1. Determine the type of member(s): Identify whether the member is a sole member or multiple members. This will determine the appropriate introduction for the document.

2. Understand the purpose: Familiarize yourself with the purpose of the document, which is to record resolutions agreed upon by the member(s) without convening a general meeting. This ensures that decisions are legally binding.

3. Review the existing articles of association: If there are existing articles of association, review them to understand the changes that will be made. The new articles will replace the old ones.

4. Approve and adopt the new articles: Agree to the adoption of the new articles of association by signing the document. This signifies your agreement to the changes and makes the resolutions legally binding.

5. File the resolution: If you are authorized, file a copy of the resolution with the companies registry or house. This ensures that the adoption of the articles is officially recorded.

6. Communicate with auditors (if applicable): If there is an auditor for the company, send a copy of the resolution to them. They will confirm their receipt of the resolution.

7. Sign the document: Each member should sign the document, providing their name and date. This ensures that the resolutions are properly executed and can be easily identified.

By following these steps, you can effectively use the 'Written Resolutions of Sole Member / Members / Shareholders' document to record and formalize resolutions agreed upon by the member(s) of your company.