Shareholders’ Ordinary Resolution - EMI Scheme

This Shareholders’ Ordinary Resolution - EMI Scheme is to be used to obtain shareholder approval in a private company for an employees’ share option plan under an EMI scheme.

When shareholder approval may be needed

Shareholder approval may not be required as a matter of course. However, a company’s articles of association may require it, or a company’s shareholder arrangements may necessitate shareholder approval being obtained before share options can be granted under a plan.

A company’s pre-emption provisions may also mean that a shareholders’ resolution is required before share option arrangements can be put into place.

How the resolution may be passed and related formats

This resolution can be passed either by way of general meeting or written resolution. This document sets out the required wording of the ordinary resolution.

If it is to be passed at a general meeting, it should be used in conjunction with Shareholders’ resolutions – General Meeting Format.

If it is to be passed as a written resolution, it should be used in conjunction with Shareholders’ Written Ordinary Resolution.

Adapting for other share option arrangements

This template resolution may be adapted and used in conjunction with other share option arrangements by deleting the references to an EMI scheme.

Shareholders’ Ordinary Resolution - EMI Scheme is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.