Agreed written special resolution – issue shares, remove restrictions & disapply pre-exemption

What’s an agreed written special resolution: issue shares, remove restrictions & disapply pre-emption rights and when should you use it?

This document is known as a ‘print’ of the corresponding resolution(s) proposed by the directors and passed by the shareholders.

It is effectively a record of the fact that the shareholders (the members) of the company have agreed and therefore ‘passed’ the resolutions that were proposed and circulated to them.

The directors send the corresponding proposed resolution to the shareholders.

(Our version also comes with notes to the recipient shareholders, explaining how they should then act. Irish law mandates that these notes must be circulated to the shareholders with the proposed special resolution.)

Shareholders sign the separate proposed resolution template to actually indicate their agreement to it.

If they don’t agree to pass it, they do not sign the proposed resolution document; and after a statutory time frame of 21 days, their non-reply is formally treated as lack of consent.

The board of directors must obtain the requisite number of shareholder consents for the proposed resolution to be passed.

For an ordinary resolution, shareholders representing over 50% of the total voting rights must vote in favour of the proposal.

For a special resolution, shareholders representing at least 75% of the total voting rights must vote in favour of the proposal.

Only if the minimum required number of shareholder consents is achieved and the proposed special resolution is therefore passed, will the directors be able to create and sign this print and file it at the CRO, (which they must do within 15 days of the resolution being passed)

The wording in this document should replicate exactly the wording in the resolution that was passed by the shareholders.

What else might you need?

You’ll need our template proposed written special resolution which corresponds to the agreed resolution here and our template board minutes to issue and allot shares.

If you’re issuing shares, then you’ll need a shareholder agreement, share certificates, and potentially revised constitution.

You’ll need to update your register of members (which is your official record that lists the shareholders that you are bringing on board and what their allocation is).

We recommend you take a look at our guides to issuing shares in your company and co-founders and share vesting arrangements .