Key takeaways
- Write one decision per numbered clause, with an explicit effective date.
- Appointments should state the role, the scope of authority and any limits.
- Removals should address the effective date and the handover of authority, including bank mandates.
- Name changes and share transfers usually trigger a registry filing — check the sequence with your registered agent.
Model wording by decision type
The wording below is illustrative. Adapt it to your company's constitutional documents and to any template the receiving authority publishes.
Appointing a director or general manager
"RESOLVED that Mr/Ms [full name], holder of passport number [number], be and is hereby appointed as [General Manager / Director] of the Company with effect from [date], with authority to [scope], and that the Company's records and licence be amended accordingly." Add remuneration or term only if the shareholders are actually approving them.
Authorising a signatory
"RESOLVED that Mr/Ms [full name] be authorised to sign [contracts / bank documents / government applications] on behalf of the Company [singly / jointly with any other authorised signatory], up to a value of [amount] per transaction, with effect from [date] until revoked by a further resolution." A stated limit and a revocation mechanism are what make a signatory clause safe to leave on file.
Removing a director or board member
"RESOLVED that Mr/Ms [full name] cease to hold office as [role] with effect from [date], and that all authorities and powers previously granted to him/her by the Company, including bank signing authority, be revoked with effect from the same date." The revocation sentence matters: an appointment that is ended without revoking the mandate can leave live banking authority behind.
Changing the company name
"RESOLVED that the name of the Company be changed from [current legal name] to [proposed legal name], subject to approval and name reservation by [authority], and that [named person] be authorised to submit all required applications and sign all documents to give effect to this resolution." Name changes usually depend on availability, so the conditional wording is doing real work.
Approving a share transfer
"RESOLVED that the transfer of [number] shares, representing [percentage]% of the issued capital, from [transferor] to [transferee] be approved with effect from [date], and that the share register be updated accordingly." Include before-and-after shareholding tables, and address any pre-emption rights in the constitutional documents.
Approving liquidation or closure
Closure decisions typically appoint a liquidator, approve the liquidator's mandate and authorise a named person to deal with the registry, the bank and creditors. This is the category where professional advice is most clearly worth taking, because the sequence of filings, clearances and cancellations is prescribed and time-bound.
Ordinary and special resolutions
Constitutional documents usually distinguish between decisions that need a simple majority and decisions that need a higher threshold — often changes to the constitution, capital or the company's existence. Before drafting, check which threshold applies and make sure the signatures you collect actually meet it. A correctly worded resolution signed by an insufficient majority is still ineffective.
| Type | Typical threshold | Common uses |
|---|---|---|
| Ordinary resolution | Simple majority of votes cast | Appointments, routine approvals, signatory mandates |
| Special resolution | Higher majority set in the constitution | Name changes, capital changes, amendments to constitutional documents |
| Unanimous written consent | All shareholders sign | Decisions taken without a meeting where all owners agree |
Sequencing: resolution first, filing second
- Confirm which body decides — shareholders or board — under the constitutional documents.
- Check whether the authority publishes a prescribed template or form.
- Draft, circulate and collect signatures, with counterparts where signatories are in different places.
- Submit to the registry, free zone portal or bank with the supporting identity and licence documents.
- Update internal records: share register, signatory list, bank mandates and the corporate file.
This guide is general information about document drafting, not legal advice. Requirements differ between mainland registries, free zones and offshore regimes, and they change. Confirm the current wording, attestation and filing rules with the relevant authority, your registered agent or a qualified adviser before you rely on a resolution.
Create the document
Pick the decision type in DocMak's Shareholder Resolution Generator, fill in the parties and dates, and export a signature-ready PDF. Where the decision was taken at a meeting, generate the agenda beforehand and the minutes afterwards so the resolution sits in a complete record.
Frequently asked questions
Can a resolution be backdated to the date the decision was made verbally?
Record the resolution with the date it is signed and, if needed, state the effective date of the decision separately. Backdating the signature itself is a misrepresentation risk.
Do all shareholders have to sign a written resolution?
Only those needed to meet the required majority, unless the constitutional documents require unanimity. Many companies circulate to all shareholders anyway for the record.
Is a company stamp required?
Practice varies by recipient. Many UAE banks and authorities expect a stamp alongside signatures, so include a stamp space by default.