How To Draft An Ordinary Resolution Template For NZ Company Decisions

When you’re running a company in New Zealand, you’ll make plenty of decisions that feel “obvious” in the moment - appointing a director, approving a small share issue, opening a new bank account, signing off financial statements, or authorising someone to negotiate a contract.

The problem is that “obvious” decisions can become messy later if they’re not properly recorded. That’s where having an ordinary resolution template becomes one of the most useful tools in your company’s admin toolkit.

In this guide, we’ll walk you through what an ordinary resolution is, when you can use one, and how to draft an ordinary resolution template that’s practical, legally sensible, and easy to keep on file. We’ll also cover the common traps that can make a resolution unenforceable or cause disputes between shareholders down the track.

What Is An Ordinary Resolution (And Why Does Your Company Need One)?

An ordinary resolution is a formal decision made by a company’s shareholders that is passed by a simple majority (more than 50% of the votes cast) at a meeting, unless your constitution requires a higher threshold.

In plain terms, it’s the most common type of shareholder decision-making mechanism for matters that don’t require a special resolution.

Ordinary resolutions matter because they create a clear record that:

• the decision was properly approved,
• the correct people approved it (usually shareholders), and
• the company can rely on it later if there’s ever a dispute, audit, sale, or due diligence process.

Even if your company is small - for example, you’re a founder with one co-founder, or you’re the only shareholder - documenting decisions properly is still important. When you’re scaling, bringing on investors, applying for funding, or selling the business, your paperwork (or lack of it) can be the difference between a smooth transaction and a costly delay.

It also helps you show you’ve acted consistently with your governance rules (for example under your Company Constitution), and that directors have the authority to act on behalf of the company for a particular decision.

Ordinary Resolution vs Special Resolution: What’s The Difference?

This is one of the first things you need to get right. If you use an ordinary resolution when the law (or your constitution) requires a special resolution, the decision may not be valid.

Ordinary Resolution

An ordinary resolution is typically passed by a simple majority (more than 50% of votes cast) at a meeting. It’s used for routine or “standard” shareholder decisions.

Special Resolution

A special resolution generally requires a higher approval threshold (commonly 75% of votes cast), and is used for more significant decisions affecting the company’s structure or shareholder rights.

Exactly when a special resolution is required depends on the Companies Act 1993 and your company’s constitution. Common examples include adopting, amending, or revoking a constitution (although companies can operate without one), and other major decisions prescribed by the Act.

If you’re not sure which one you need, it’s worth checking your constitution and shareholders agreement (if you have one). A well-drafted Shareholders Agreement often sets out voting thresholds, reserved matters, and decision-making procedures that go beyond what’s in the Companies Act.

When Should You Use An Ordinary Resolution Template?

Your ordinary resolution template is best used when shareholders need to approve something and the decision doesn’t require a special resolution (and isn’t a director-only decision).

Some common situations where an ordinary resolution is used include:

• Appointing or removing a director (often permitted by ordinary resolution, subject to the Act and any constitution rules).
• Authorising a director or officer to sign documents or enter into a particular transaction on behalf of the company.
• Approving a share issue (depending on your company structure, shareholder agreement, constitution, and class rights).
• Ratifying a past action where there’s uncertainty about whether a person had authority at the time.
• Approving routine governance matters where your documents say shareholder approval is required.

It’s also common to use ordinary resolutions as part of good housekeeping. For example, if you have a one- or two-shareholder company, it’s smart to document key approvals as you go, rather than trying to reconstruct a paper trail later.

And remember: companies also pass director resolutions for decisions that sit at board level. If you’re recording board decisions (as opposed to shareholder decisions), a Directors Resolution is usually the better fit. (For example, dividends are generally a director decision in NZ and must comply with the solvency test, though some constitutions may also require shareholder input.)

How To Draft An Ordinary Resolution Template (Step-By-Step)

A good ordinary resolution template should be simple enough that you’ll actually use it, but detailed enough that it clearly records what was decided and how it was approved.

Below is a practical step-by-step structure you can follow.

1) Start With The Company Details

Include the company’s:

• full legal name (exactly as registered),
• NZ company number (if available), and
• registered office (optional but helpful).

This avoids confusion later, especially if you operate multiple entities (for example, a trading company and a holding company).

2) Title It Clearly

Use a clear heading like:

• “Ordinary Resolution Of Shareholders”, or
• “Ordinary Resolution Of [Company Name]”.

If you’re using this as a repeatable ordinary resolution template, you might include space for an internal reference number (e.g. “Resolution 2026-01”).

3) Specify The Type Of Resolution And How It’s Being Passed

In New Zealand, shareholder resolutions can be passed at a meeting, or (in many cases) by written resolution signed by shareholders entitled to vote.

However, it’s important to note that under the Companies Act 1993, a written shareholder resolution will often require approval by shareholders holding not less than 75% of the voting rights (unless the Act or your constitution provides otherwise). In other words, “written resolution” doesn’t automatically mean “simple majority”.

Make it clear which method you’re using. If it’s a written resolution, include wording like:

• “This resolution is passed as a written resolution in accordance with the Companies Act 1993 and the constitution (if any) of the Company.”

If your constitution sets out additional requirements (including different thresholds), your template should reflect them. This is one reason generic templates can be risky - what works for one company might not comply with another company’s rules.

4) Include The Key Background (Optional, But Often Useful)

For important decisions, add a short “background” section (sometimes called “recitals”) explaining the context.

For example:

• “The Company wishes to open a bank account with [bank] and requires shareholder approval to authorise signatories.”
• “The shareholders have agreed to appoint an additional director to assist with company growth.”

This helps if the resolution is reviewed years later during due diligence or a dispute.

5) Write The Resolution In Clear, Action-Focused Language

Your resolution clause should be specific and unambiguous. Good resolutions start with something like:

• “IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT…”

Then set out what is being approved. For example:

• the appointment/removal of a director (include the person’s full name),
• authority to sign (include the person’s full name and what they’re authorised to sign),
• approval of a transaction (describe it clearly and, if relevant, attach the agreement as a schedule).

If the resolution relates to a contract, it can be smart to refer to the agreement date and parties, and attach the final form document. If your resolution is authorising a director to enter contracts generally, be careful - overly broad authority can create risk, especially where shareholders expect tighter controls.

6) Add An “Authority To Do All Things Necessary” Clause

This is a common add-on clause that makes the resolution more practical. For example:

• “Any director of the Company is authorised to do all things and sign all documents necessary or desirable to give effect to this resolution.”

This reduces the need for multiple follow-up resolutions for minor administrative steps.

7) Confirm The Voting / Approval Threshold

Your template should record that it was passed with the required threshold and in the required way (for example, as an ordinary resolution at a meeting by simple majority, or as a written resolution with the applicable signing threshold), and ideally record:

• who voted (or signed), and
• their shareholding or voting rights (if relevant).

For very small companies (especially where one person owns 100%), this is straightforward - but still worth documenting properly.

8) Execution: Signatures, Dates, And Capacity

Your template should include:

• date of resolution,
• shareholder names,
• signature lines, and
• capacity (e.g. “Shareholder”).

If your shareholders are companies (not individuals), make sure the signatory has authority to sign on behalf of that entity. If you need certainty about signing formalities, it can help to check who can witness a signature and execution requirements - especially where documents are being used overseas or for banks and lenders. (If witnessing is needed for a particular document, it’s worth confirming who can witness a signature.)

9) Keep It With Your Company Records

Once signed, store the resolution with your:

• company minute book or governance folder,
• shareholder registers and share records (if relevant), and
• any related documents (contracts, consents, notices).

This is one of those “boring admin” steps that can save you a lot of time and stress later - particularly if you’re raising capital, selling your business, or responding to a dispute.

Common Mistakes When Using An Ordinary Resolution Template

An ordinary resolution template is meant to make life easier. But if it’s used incorrectly, it can create a false sense of security.

Here are mistakes we commonly see with small businesses and startups.

Using A Shareholder Resolution For A Director Decision (Or Vice Versa)

Not every company decision is a shareholder decision.

Some matters should be approved by directors, and others by shareholders. If you mix them up, you can create confusion over authority - particularly if a third party later challenges whether the company had power to do what it did.

If you’re formalising board approvals, using a Directors Resolution (or other board minutes) is often more appropriate.

Being Too Vague

Resolutions like “approve the deal” or “authorise director to manage matters” are often too broad to be helpful.

If you want the resolution to stand up during due diligence or a dispute, write it so that a third party can understand:

• what was approved,
• who is authorised, and
• what the limits are (if any).

Ignoring Your Company Constitution Or Shareholder Agreement

If you have a constitution, it may set out special voting thresholds or procedures. If you have a shareholders agreement, it may require consent for “reserved matters” even where the Companies Act would otherwise allow a simple majority at a meeting.

This is especially important where you have minority shareholders, investors, or different share classes. A resolution that doesn’t follow the correct process can be challenged.

Not Recording Conflicts Of Interest

If the decision benefits a particular shareholder or director, you should consider whether conflicts of interest need to be disclosed and documented. This tends to matter more as your company grows and decisions become more commercial.

Having clear governance documents and processes can help reduce these issues - for example, your constitution, shareholder agreement, and internal policies.

Not Updating Registers Or Follow-Up Documents

Some resolutions trigger follow-up actions. For example:

• If you approve a share issue or transfer, your share register and share records may need updating.
• If you appoint a director, you may need to update Companies Office records.
• If you authorise a person to sign contracts, you may want internal policies to reflect that authority.

Think of the resolution as one piece of the compliance puzzle - not the entire process.

What Else Should You Have In Place To Support Company Decisions?

An ordinary resolution template is a great start, but it works best when it’s part of a wider set of “legal foundations” for your company.

Depending on where your business is at, you might also need:

• Governance documents like a Company Constitution and a Shareholders Agreement to set voting rules, decision-making power, and what happens if someone wants to exit.
• Capital raising documents if you’re bringing on investors - for example, a Term Sheet to set the commercial deal points before you move to final documents.
• Clear contract authority processes so you know who can sign what (and when shareholder approval is required), especially if you have multiple directors or managers.
• Employment documentation if you’re hiring staff, including an Employment Contract that matches the role and protects your business.
• Privacy compliance if you collect customer or client data (even basic contact details). Many businesses need a Privacy Policy as part of day-to-day compliance with the Privacy Act 2020.

If you’re thinking “that’s a lot”, you’re not alone. The key is to prioritise what’s relevant for your stage of business and your risk level - and to make sure your documents work together rather than contradicting each other.

Key Takeaways

• An ordinary resolution is a shareholder decision usually passed by a simple majority at a meeting (unless your constitution requires more), and it’s commonly used for routine company approvals.
• A reusable ordinary resolution template helps you document company decisions properly, which is crucial for audits, disputes, due diligence, capital raising, and business sales.
• Before using an ordinary resolution, check whether the decision actually needs a special resolution under the Companies Act 1993 or your constitution.
• A strong ordinary resolution template should clearly identify the company, describe the decision precisely, confirm the approval method (meeting or written resolution), and include signature blocks and dates.
• If you’re using a written shareholder resolution, check the required signing threshold under the Companies Act 1993 and your constitution (it will often be 75% by default).
• Common mistakes include being vague, mixing up director vs shareholder decisions, ignoring constitution/shareholders agreement rules, and failing to follow up by updating registers or Companies Office records.
• Ordinary resolutions work best as part of broader governance - often alongside a Company Constitution and Shareholders Agreement, and other key documents depending on your business stage.

If you’d like help preparing a legally sound ordinary resolution template (or setting up your governance documents so your company decisions are clear and enforceable), you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.