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Use this resolution if the company wishes to enter into a transaction that is a major transaction for the purposes of section 129 of the Companies Act 1993.  In general terms, major transactions involve assets or obligations which are greater in value than half of the Company’s existing assets.  If you are not sure if a transaction constitutes a major transaction, please talk to your lawyer or accountant.

This resolution assumes that shareholders will sign a written resolution, rather than approve the transaction at a shareholders’ meeting.  It assumes all shareholders will sign the resolution.  A company may approve a major transaction by special resolution of shareholders (i.e. a 75% majority, based on voting rights) but that can raise shareholder minority protection issues, including minority buy-out rights.

As a matter of good practice, the directors should also approve the execution of any agreements relating to a major transaction – see our template directors’ resolution to approve agreements.

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