Shareholders Resolution

Use when a company needs to draft a shareholders' (or members') resolution to formally approve a corporate action — director elections, capital increases, amendment of constitutional documents, major transactions, or any matter requiring shareholder approval under applicable company law or the company's own constitutional documents. MENA-specific guidance covers UAE onshore LLC requirements (notarized MOA amendments), DIFC/ADGM special/ordinary resolution thresholds, and KSA general assembly formalities.

Shareholders Resolution

When to use this

Use this skill when:

A company needs to pass a formal shareholder resolution to approve a corporate action (director election, capital change, M&A transaction, constitutional document amendment).
A company secretary is preparing resolutions for an Annual General Meeting (AGM) or Extraordinary General Meeting (EGM).
A resolution is needed to authorize management to take a specific action on behalf of the company (borrowing, acquisition, entering a major contract).
A resolution is needed to comply with a third party's requirement (e.g., a bank requires a certified shareholders' resolution authorizing the opening of a bank account or the taking of a security interest).

Required inputs

Input	Why it matters	Default if omitted
Company name and jurisdiction	Determines the applicable company law, voting thresholds, and quorum requirements	Ask
Entity type	LLC / PJSC / DIFC LLC / ADGM Ltd / Saudi LLC / KSC / Lebanese SAL	Ask; each has different resolution mechanics
Matter to be approved	Defines the resolution text	Ask; be specific
Shareholding structure	Needed to verify quorum and majority calculations	Ask
Meeting type	AGM / EGM / written resolution (circular resolution)	Ask; affects notice requirements

Optional inputs

Notice waiver — if shareholders will waive the required notice period; all shareholders must consent in writing.
Proxy / power of attorney — if any shareholder is acting through a representative, verify the power of attorney is valid in the relevant jurisdiction.
Arabic language requirement — required for UAE onshore and KSA resolutions filed with the commercial register or notary.

Document structure

A shareholders' resolution (whether passed at a meeting or as a written/circular resolution) has the following components:

Header
- Name of company
- Resolution type: Ordinary Resolution / Special Resolution / Written Resolution
- Date and place of meeting (or date of written resolution)
- Whether AGM or EGM
Attendance and quorum verification
- List of shareholders present (in person or by proxy) and their shareholdings.
- Calculation confirming quorum is met.
- If quorum is not met: state that the meeting was adjourned and re-convened.
Notice
- Confirmation that proper notice was given to all shareholders ([X days] written notice for AGM; [X days] for EGM).
- Or: confirmation that all shareholders have signed a waiver of notice.

Resolutions (the operative part)

Each resolution should:

Be numbered.
Begin with "RESOLVED THAT" or "IT IS RESOLVED THAT."
State the specific action clearly and completely (do not leave blanks or cross-references to separate documents without attaching them).
State the voting threshold required and confirm it was met.

Example resolution — appointment of director:

RESOLVED THAT [Name], of [address], be and is hereby appointed as a Director of the Company with immediate effect, and that the Board of Directors is authorized to take all steps necessary to give effect to this resolution including updating the register of directors and making any necessary filings with [Registry].

Example resolution — capital increase:

RESOLVED THAT the authorized share capital of the Company be increased from [AED/USD X] divided into [X] shares of [AED/USD Y] each to [AED/USD Z] divided into [Z] shares of [AED/USD Y] each, and that the Memorandum of Association be amended accordingly, and that the Board be authorized to allot and issue the new shares.

Example resolution — major transaction:

RESOLVED THAT the Company be authorized to enter into [describe transaction] with [counterparty] on the terms summarized in the document tabled at this meeting, and that the [Board / CEO / named officers] be authorized to execute all documents and take all actions necessary to consummate the transaction.

Voting record
- Votes in favor: [number] shares, representing [X%] of total shares.
- Votes against: [number] shares, representing [X%] of total shares.
- Abstentions: [number] shares.
- Resolution: PASSED / FAILED.
Chairman's signature (and secretary, if applicable)
Annexes — any document referred to in a resolution (term sheet, contract draft, amended MOA) should be attached and initialed.

Voting thresholds by jurisdiction and resolution type

UAE — onshore LLC (Federal Decree-Law No. 32 of 2021)

Resolution type	Voting threshold	Notes
Ordinary matters (including director appointments)	Simple majority (>50%) of shares represented at meeting with quorum	AGM quorum: shareholders representing >50% of share capital
Amendment of Memorandum of Association	75% majority (three-quarters of share capital, unless MOA specifies higher)	Must be notarized; filed with DED/Commercial Register
Capital increase / decrease	75% majority	Notarization required; creditor protection rules for capital decrease
Change of business purpose	75% majority	Notarization required
Conversion of company type	75% majority	Additional regulatory requirements
Merger / acquisition	75% majority (or unanimous per MOA)	Subject to specific merger procedures under Commercial Companies Law
Voluntary liquidation	75% majority (or unanimous per MOA)	Court appointment of liquidator

UAE notarization requirement: Any resolution that results in an amendment to the MOA (including capital changes, director changes in certain entity types, change of name or objects) must be executed before a UAE notary public and filed with the relevant Commercial Register.

DIFC (DIFC Companies Law, DIFC Law No. 5 of 2018)

Resolution type	Voting threshold
Ordinary Resolution	More than 50% of votes cast
Special Resolution	At least 75% of votes cast
Written Resolution	Ordinary: 50%+ of eligible voters; Special: 75%+

Special resolutions are required for: amendment of articles, reduction of capital, voluntary winding-up, approval of certain major transactions.

ADGM (ADGM Companies Regulations 2020)

Similar to DIFC: ordinary resolutions by simple majority; special resolutions by 75%. Written resolutions recognized; unanimous written resolution available for certain matters.

KSA (Saudi Companies Law)

Entity type	Ordinary matters	Extraordinary matters
LLC (SRL)	Shareholders holding >50% of share capital	Shareholders holding 75% of share capital
JSC (Saudi Joint Stock Company)	Majority of shares represented at meeting with quorum	2/3 of shares represented
PJSC listed company	As per CMA regulations	As per CMA regulations

KSA formalities: General assembly resolutions of an LLC must be documented in Arabic; amendments to the articles must be notarized and registered with MISA.

Lebanon (Lebanese Commercial Code)

Resolution type	Threshold
Ordinary AGM / EGM	Simple majority of shares present; quorum = 50%+ of capital (first call) / 25% (second call)
Extraordinary matters (amendment of articles, merger, capital change)	2/3 majority of shares present

Egypt (Egyptian Companies Law No. 159 of 1981)

Resolution type	Threshold
Ordinary General Assembly	Majority of shares present; quorum = 50%+ (first call) / no quorum requirement (second call)
Extraordinary General Assembly	2/3 majority of shares present; quorum = 75%+ (first call) / 50%+ (second call)

Drafting standards

Write the operative resolution in plain, imperative terms. Avoid recitations ("WHEREAS...") — keep them minimal; put the substance in the "RESOLVED THAT" clause.
Each resolution should be a single, complete statement of the action authorized. Do not draft compound resolutions that authorize multiple unrelated actions in one clause.
For resolutions authorizing authority to named officers: specify their names and titles; authorize them "individually and separately" if it is impractical to require them all to act jointly.
For bank account opening resolutions: banks often have their own required format; check with the relevant bank before drafting.
Circular (written) resolutions: ensure you have confirmed that circular resolutions are permitted under the applicable law and the company's constitutional documents; some jurisdictions (and some company constitutions) require meetings for certain matters.

Common mistakes

Resolution not specific enough. "RESOLVED THAT the Board be authorized to take all necessary actions" is too vague for a bank or regulator to act on; specify the transaction, counterparty, and authorization.
Quorum not verified. Filing a resolution that was passed without the required quorum invalidates the resolution.
Arabic version omitted for UAE/KSA filings. Registries and notaries require Arabic versions; an English-only resolution will be rejected.
MOA amendment not notarized. Shareholders resolving to amend the MOA without notarizing the amendment — the amendment is not valid in UAE and KSA until notarized and registered.
No authority to execute. A resolution approving a transaction but not naming who is authorized to sign the transaction documents leaves implementation in limbo.