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Use this resolution if a company is adopting a constitution for the first time. If a company is amending or replacing its existing constitution, use our template shareholders’ resolution to amend a constitution.

This resolution assumes that shareholders will vote by signing the written resolution, rather than in person at a shareholders’ meeting. It assumes all shareholders will sign the resolution. A company may adopt a constitution by special resolution of shareholders (i.e. a 75% majority, based on voting rights) but this can raise shareholder minority protection issues, including minority buy-out rights. If you have concerns about minority protection issues, we suggest you consult your lawyer.

Under section 32(3) of the Companies Act 1993, the company must upload a copy of the new constitution to the Companies Office website within 10 working days after it is adopted.

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