When I was in my early years at secondary school, the humorist Miles Kington produced a series of popular books based on his magazine columns in which he expounded on Franglais, a mix of French and English (e.g. “Kington présente 40 lessons hilarieux en des situations d'everyday "). Anyone who deals with English texts in Russia will encounter Runglish, a similar phenomenon but formed from Russian and English.
Common in this context are Russian grammatical structures that are otherwise alien to good written English but which take root in business writing in English about Russia. One such construction, in the context of a company’s directors or shareholders passing a formal corporate resolution, is ‘resolution on …’ or ‘to resolve on …’
Thus, for example, when the shareholders must approve an increase in the authorised share capital so that the company can issue shares, one may see a reference to a need for shareholders to pass “a resolution on approval of the increase of the company’s authorised capital”.
This, I’m afraid, is horrible. My advice is not to use ‘resolve on …’ in this way. Ever.
A first problem is that if the resolution in effect increases the authorised share capital, you haven’t actually conveyed that. You’ve simply suggested that the resolution concerns approval of the proposed capital increase, so in theory it could cover any matter relating to approval rather than actually put the approval in place.
Secondly, it simply isn’t natural English. In 2011, a London-based broadsheet newspaper claimed that there are 118,000 English-qualified solicitors currently in practice, so I’d guess that the figure today may just top 120,000. I guarantee that virtually none of them would contemplate using something like this. If it were up to me, any who do use it would have their practising certificates revoked! :)
With a heavy heart, I have to acknowledge that I’ve seen even native English speakers use it in translations into English. In my opinion, they should hang their heads in shame.
There are, essentially, two acceptable structures: the infinitive, and the subjunctive, for example:
- The shareholders resolved (or, if you want to emphasise what the process involves, passed a resolution) to approve the increase of the Company’s authorised share capital;
- The shareholders resolved (or passed a resolution) that the authorised share capital be increased.
Strictly, you should only use the option with the infinitive where the shareholders’ resolution concerns something that they themselves are doing. So they ‘resolved to approve’ because they themselves are doing the approving.
If you miss out the word ‘approve’, they ‘resolve that the capital be increased’ because, strictly, it’s the company’s officers who will actually make the increase happen by taking all the necessary steps. The shareholders are simply telling the company’s officers that they can go ahead and do this.
Frankly, though, as long as you don’t write ‘the shareholders resolved (or passed a resolution) on the approval of the increase of the authorised share capital’, I’m not going to get too agitated.
