Governance request template

Shareholder resolution signing request template

A shareholder resolution is a formal decision passed by a company's members and signed to record their approval of a matter requiring shareholder consent.

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What is a shareholder resolution?

A shareholder resolution records a decision made by a company's members rather than its directors, such as changing the constitution, approving a related-party transaction or appointing an auditor. Some decisions require ordinary resolutions and others require special resolutions, and recording them in a signed document creates clear evidence that members agreed.

In smaller companies, shareholders often pass written resolutions that members sign instead of holding a formal meeting, where the constitution and the Corporations Act allow it. Signed shareholder resolutions matter because certain decisions are only valid if passed by members with the required majority, and regulators, buyers and lenders frequently ask to see them. A reliable signing trail supports both compliance and future transactions.

When to use a shareholder resolution

Approving a change to the company constitution by special resolution
Members consenting to a related-party benefit or share issue
Appointing or removing a director where shareholder approval is needed
Passing a written resolution instead of holding a members' meeting

What to include in a shareholder resolution

Company details: full company name and ACN to tie the resolution to the entity.
Resolution type: whether it is an ordinary or special resolution and the required majority.
Resolution wording: the exact decision members are being asked to approve.
Member details: shareholders entitled to vote and their shareholdings if relevant.
Signatures and date: each member's signature and the date the resolution is passed.

Pros and cons of sending a shareholder resolution as a signing request

Pros

Each shareholder receives a private link, keeping member decisions confidential
Status tracking shows which members have signed and who remains outstanding
Reminders help gather signatures from members ahead of the expiry date
A completion receipt documents the date and signers for your members' register

Cons and things to watch

Cosign does not draft the resolution or confirm the required majority
Special resolutions need a higher threshold you must verify is met
A shareholder agreement may add consent or notice requirements to follow
All members whose approval is required must sign for the resolution to pass

How to send a shareholder resolution with Cosign

Upload the shareholder resolution PDF and preview the wording, resolution type and company details.
Add each shareholder as a signer with their own private signing link and due date.
Set a 14-day expiry and apply password protection for sensitive member decisions.
Send, track opens and signatures by member, and download the receipt once all required members sign.

Shareholder resolution request details

Email subject

Shareholder resolution signing request

Default message

Please review and sign this shareholder resolution.

Signer setup

Shareholders

Suggested expiry

14 days

Button label

Sign resolution

Best fit

Governance teams

Shareholder resolution FAQs

Are electronically signed shareholder resolutions valid in Australia?

Electronic signatures are broadly recognised under Australian law, and company documents may often be signed electronically. Whether a resolution is validly passed also depends on the required majority, your constitution and the Corporations Act, so confirm the requirements.

What is the difference between an ordinary and special resolution?

An ordinary resolution generally needs a simple majority, while a special resolution usually requires at least 75 per cent of votes cast. The Corporations Act sets which decisions need a special resolution; this is general information, not legal advice.

Can shareholders sign a written resolution without a meeting?

Many companies pass circulating written resolutions that members sign without meeting, where the constitution and the Corporations Act permit. Cosign sends each member a private link so they can sign their own copy.

Is a shareholder resolution kept private in Cosign?

Yes. The resolution is sent only to the members you nominate via private links and is not indexed by search engines. Password protection is available for added confidentiality.

How do I confirm every required shareholder has signed?

Cosign tracks each member's status, including opens and signatures, and issues a completion receipt when signing is finished. This gives you a dated record of who approved the resolution.