Minutes of Shareholders Meeting - Private Limited Company

This document is a template that can be used to create minutes of a shareholders general meeting specifically for an unlisted private limited company only. It is not suitable for use by a public limited liability company or a listed private limited company.

This Minutes of Shareholders General Meeting template can be adapted to cover whether the meeting is either an Annual General Meeting or an Extraordinary General Meeting. This document also accounts for the type of resolutions which may be passed at a shareholders' general meeting. The minutes of the General Meeting will serve as a written account of what transpired at the meeting, and a point of reference which participants or those absent at the meeting can refer to get an accurate glimpse of the business carried on at the meeting. They contain important details such as the time of the meeting, the location, the persons and shareholders present, if the meeting was convened on short notice, and whether any proxies were appointed by absent shareholders.

The section that is most important in a minutes document is the portion that details what transpired in the meeting. This is the section referred to as the "Resolutions". Resolutions are the actions that were decided upon at the meeting.

This template is suitable for use in all jurisdictions of the United Kingdom, namely England and Wales, Scotland and Northern Ireland.

How to vote during the meeting

Shareholder voting at the general meeting can be done in-person or by a person who have authorised to vote on their behalf, known as a proxy. Where a shareholder is a corporate entity such as a company, voting at the general meeting should be done by the authorised corporate representative who is an individual. The types of resolutions at the general meeting will either be an ordinary resolution or special resolution.

• Ordinary Resolution: an ordinary resolution is a resolution that only needs a simple majority (above 50%) of shareholder votes to pass. Generally, matters requiring an ordinary resolution will be matters that deal with general running of the business of the company, for example appointment of directors. The company's articles of association will also usually specify what matters need an ordinary resolution to pass.
• Special Resolution: a special resolution is a resolution that needs a significant majority (at least 75%) of shareholder votes to pass. Generally, matters requiring a special resolution will be matters that deal with the heart of the company directly, for example approval of loan above a certain amount of money. The company's articles of association will also usually specify what matters need a special resolution to pass.

How to use this document

This template can be used to create a detailed minutes of shareholders' general meeting. This document has been created with the perfect structure for a Shareholders' General Meeting. The user will have the option of choosing whether the general meeting is an annual general meeting or an extraordinary general meeting. The format of a company's general meeting will be largely dependent on its articles of association.

An Annual General Meeting is held once a year, usually at the end of the company's trading year to discuss matters relating to the company moving forward. Whereas, an Extraordinary General Meeting on the other hand is held aside from the scheduled general meeting wherein urgent matters that come up before the annual general meeting need to be discussed and decided on.

Once this template has been filled out with the correct information, it may either be printed or kept in electronic format. It should also be signed by the chair of the meeting to serve as evidence of what happened at the general meeting. Where it is kept in electronic format, it should be capable of being reproduced in hard copy form. After that is done, it should be copied and kept on file at the company's registered address, or at a place notified to the Registrar of Companies for a period of ten years from the date that the general meeting took place. Additionally, a copy of the resolutions passed at the meeting should be filed in the company's minute book. The person responsible for doing this will usually be the company secretary or any other person with the requisite administrative position in the company to do so. Where the resolutions passed are such that affect the way the company is constituted, it must be filed within 15 days of being passed.

Applicable law

Companies Act 2006.

Companies (Model Articles) Regulations 2008.

Help from a lawyer

You can choose to consult a lawyer if you need help.

The lawyer can answer your questions or help you through the process. You will be offered this option when you complete the document.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.