Special resolution template (Uganda)
In brief
A precedent special resolution of members for matters the Companies Act or articles require to be passed as a special resolution.
When to use this
When the members must pass a special resolution (e.g. changing the name or articles).
When a bespoke document is needed instead: For ordinary board decisions — use a board resolution.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Heading
[COMPANY NAME] (Registration No. [RIN])
SPECIAL RESOLUTION OF THE MEMBERS
Meeting & notice
Passed at a general meeting held on [DATE] at [PLACE] / by written resolution, of which the required notice was given.
The resolution
IT WAS RESOLVED AS A SPECIAL RESOLUTION THAT: [resolution — e.g. the Company change its name to [NAME] / adopt the new articles tabled / reduce/alter its share capital as follows].
Majority
The resolution was passed by not less than the required special majority of the members entitled to vote and voting.
Certification & filing
Certified — Chairperson: ____________ Company Secretary: ____________ Date: ________
Note: file this resolution with URSB within the time the Act requires (e.g. change of name, alteration of articles).
Drafting notes
- Special majority & notice
- Confirm the required special majority and that proper notice was given under the Act and the articles.
- File where required
- File the resolution with URSB where the Act requires (e.g. change of name, alteration of articles).
- Record
- Minute the resolution and keep it in the company records.
Execution requirements
- The chairperson and secretary certify; file with URSB where the Act requires.
- Keep proper company records (Companies Act s.195).
- Update the register and articles as the resolution requires.
Governing law & citations
Governed by the Companies Act, Cap. 106 (2023 Revision), and the company’s articles.
- Companies Act, Cap. 106 (2023 Revision) — s.195.