RESOLUTIONS

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to the Registrar, to be recorded; and that copies of all
such resolutions or agreements in force must, when
articles have been registered, be embodied in or
annexed to every copy of the articles issued after the
passing of the resolution, or making of the agreement.
In case no articles have been registered, a member is
entitled to have a printed copy of every such resolution
or agreement forwarded to him on payment of a sum not
exceeding Is. There are penalties for default in obeying
these provisions.

A resolution (whether ordinary, extraordinary, special or
by directors) should be clearly expressed and should deal
definitely with the result intended to be attained, providing
as may be necessary for the means by which the result is to
be attained, and for the consequences that will follow. If a
resolution required by the Act is to be passed, it should follow
the wording of the Act.

Thus a resolution to increase the capital should define the
nature of the new shares: a resolution to pay a dividend
should, besides stating the amount, state the day on and
the period in respect of which it is to be paid, and the members
to whom it is to be paid (e.g. those on the register on a fixed
day).

A few common forms, both of directors’ resolutions and of
shareholders’ resolutions, are given below, and may be
adapted to meet the requirements of particular cases.
DIRECTORS’ RESOLUTION TO ISSUE PROSPECTUS.
THAT the prospectus of the company which has been considered
at this meeting be dated and be signed by the
Jirectors now present, and sent to each other directof named therein
for signature by him or his authorised agent, and that the same when
signed by all the directors named therein it be delivered forthwith to
the Registrar of Companies for registration and that immediately
thereafter the prospectus be issued and advertised.
DIRECTORS’ RESOLUTION TO ALLOT SHARES.

The minimum subscription £ being subscribed and
the application moneys payable thereon being received
ResoLVED That the number of shares mentioned in the
column set against the name of each applicant mentioned in the
column of the application and allotment sheets (initialled for indentifica-
tion by one of the directors) be, and the same are hereby, allotted to
such applicant, making a total allotment of shares.

Forms of
Resolutions.

DIRECTORS’ RESOLUTION TO MAKE CALL.
THAT a call of s. per share be made upon the members (or, upon
shares Nos. to ), payable on the day
of , 10 , to Messrs. +hc
company’s bankers, at