Purpose and legal effect of a shareholders' resolution for constitution adoption

A shareholders' resolution for share transfer records shareholder approval for a proposed transfer of shares and related corporate actions. It provides a formal written resolution that documents the shareholders' decisions and confirms the approvals required before the transaction can proceed.

The template covers approval of the proposed share transfer, waiver of pre-emptive rights where applicable, ratification of related directors' resolutions, approval of the sale and purchase transaction, and execution requirements. It also includes drafting guidance to help companies tailor the resolution to their specific share transfer arrangements.

Companies can customize this template to formally document shareholder approval for a share transfer while ensuring the transaction is supported by the necessary corporate resolutions.

Disclaimer

This template is for a partial sale of shares (i.e. not all the shares held by the vendor are being purchased under the agreement).

This agreement is drafted on the basis that an exclusion under Schedule 1 of the Financial Markets Conduct Act 2013 applies.

This template is provided for use as a guide only. The content provided herein is for general information purposes only and does not constitute legal advice.

This template is based on New Zealand law. We make no representation or warranty that this template is appropriate for use in other countries or that the content satisfies the laws of other countries.

To the extent permitted by law, neither we nor Parry Field Lawyers Limited have any liability or responsibility to you or any other person for any loss in connection with any modification or adaptation you make to this form, or for any information or content contained in this form, including any error or omission, or information or content that is out-of-date.

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You are responsible for ensuring that your access to and use of this template is not illegal or prohibited, and for your compliance with applicable local laws.

Upon making any amendments or personalizing the template, the user must remove the Parry Field Lawyers branding from all sections of the agreement.

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