Running a successful company involves making countless decisions, big and small. But how do you ensure these choices are documented and legally binding? Enter company resolutions – your official record of key actions.
Think of a resolution as a formal agreement, written down and approved, that outlines what your company will do next. It’s like a roadmap, guiding the company’s direction and ensuring everyone is on the same page.
Why are Resolutions Important?
Resolutions are crucial for two main reasons:
- Documentation: They serve as a permanent record of important decisions, proving that specific actions were proposed, discussed, and approved. This helps avoid confusion and protects the company from potential legal issues.
- Authorization: Resolutions empower the company, through its directors or shareholders, to take specific actions and enter into binding agreements. Without a proper resolution, such actions might be deemed invalid.
The Importance of Corporate Governance:
Effective corporate governance relies heavily on proper documentation. Resolutions ensure that all significant decisions are made transparently and with the proper authorization. This not only protects the company but also fosters trust and accountability among stakeholders.
Types of Resolutions:
There are two main types of resolutions, each with its own purpose and approval requirements:
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Ordinary Resolutions:
These are used for everyday business decisions, like:
- Approving annual accounts
- Appointing directors
- Increasing share capital
- Authorizing director loans
- Removing a director
- Re-appointing directors
- Dealing with day-to-day operations
For an ordinary resolution to pass, a simple majority vote (more than 50%) is needed.
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Special Resolutions:
These are reserved for significant matters, such as:
- Amending the company’s constitution
- Acquiring major assets
- Changing the company name
- Providing guarantees for third parties
- Entering into extraordinary contracts
- Approving director remuneration
- Issuing new shares
Special resolutions require a higher level of approval, typically 75% of the votes in favour.
Beyond the Basics:
While this article provides a general overview of company resolutions, it’s important to remember that specific requirements may vary depending on your company’s structure and the Companies Act of your jurisdiction. Consulting with a legal professional is crucial to ensure you’re using the appropriate type of resolution and following the correct procedures.
Need Help?
Navigating company resolutions can be complex. If you’re unsure about which type of resolution is needed for a specific decision or require assistance in drafting one, don’t hesitate to contact us. We can provide legal guidance and ensure your company operates with the proper documentation and authorization.
Remember, company resolutions are essential tools for making informed and legally sound decisions. Let us help you navigate the process and keep your business on track!
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