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Shareholders Resolution Ratyfing Prior Acts of Officers

This template is a formal resolution passed by shareholders to officially approve and validate actions taken by company officers retroactively. It is used when officers have acted outside their pre-approved authority or when certain actions require explicit shareholder ratification to ensure their legal standing.

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Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SHAREHOLDERS' RESOLUTION RATIFYING PRIOR ACTS OF OFFICERS

Passed this {{day}} day of {{month}}, {{year}}

**WHEREAS**, the Board of Directors and officers of {{company_name}} (hereinafter referred to as “the Company”) have, between {{start_date}} and {{end_date}}, undertaken certain actions and made certain decisions in the ordinary course of business, which may have exceeded or deviated from their expressly delegated authority or require specific shareholder approval;

**AND WHEREAS**, it is deemed desirable and in the best interests of the Company and its shareholders to ratify and confirm all such acts, deeds, and decisions, thereby ensuring the legal validity and enforceability thereof;

**NOW THEREFORE, BE IT RESOLVED, as an ordinary resolution, that:**

1. Ratification of Prior Acts

All acts, deeds, decisions, agreements, commitments, and proceedings made, entered into, or adopted by the directors and/or officers of the Company in the name of and on behalf of the Company during the period commencing {{start_date}} and ending on {{end_date}}, be and are hereby ratified, confirmed, and approved in all respects, as if such acts, deeds, and decisions had been duly approved by a resolution of the shareholders at the time they were undertaken.

2. Specific Actions Ratified (Optional)

Without limiting the generality of the foregoing, the following specific actions are hereby expressly ratified and confirmed:

a) The execution of the agreement dated {{agreement_date}} with {{other_party_name}} for {{brief_description_of_agreement}}.

b) The expenditure of {{currency}} {{amount}} on {{purpose_of_expenditure}}.

c) The appointment of {{person_name}} as {{position}} on {{appointment_date}}.

(Add more specific actions as required, using bullet points or numbered lists.)

3. Indemnification

The Company hereby undertakes, to the fullest extent permitted by law, to indemnify the directors and officers involved in the aforementioned acts against any claims, liabilities, costs, and expenses (including legal fees) arising from or in connection with the acts hereby ratified, provided that such acts were performed in good faith and in what was believed to be the best interests of the Company.

4. Authority to Act

Any one director or officer of the Company is hereby authorised to take all such steps and sign all such documents as may be necessary to give effect to this resolution and to ensure the proper implementation of the acts hereby ratified.

5. Effective Date

This resolution shall be effective as of {{effective_date}}.

CERTIFICATION

We, the undersigned, being all the shareholders of {{company_name}} entitled to vote on the above matters, hereby certify that the foregoing resolution was duly passed in accordance with the articles of incorporation and applicable law.

Signature Block

___________________________

{{shareholder_one_name}}

Shareholder

Date: {{date}}

___________________________

{{shareholder_two_name}}

Shareholder

Date: {{date}}

(Add additional signature lines for all voting shareholders)

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