Directors' Written Resolution (Australia)

Generate a compliant Australian board resolution or minutes of meeting under the Corporations Act 2001 (Cth). Choose between a formal board meeting with proper minutes or a circular resolution passed without a meeting under section 248A. Covers quorum, voting, chairperson confirmation, and director signatures — suitable for any company decision from bank account approvals to major transaction authorisations.

A shareholders' resolution is a formal decision made by the members (shareholders) of an Australian company, either at a general meeting or by written resolution without a meeting. This template covers both ordinary resolutions and special resolutions, passed either at a general meeting or, in the case of proprietary companies, by written resolution under section 249A of the Corporations Act 2001 (Cth). In Australian corporate law, there are two principal types of shareholder resolution. An ordinary resolution is passed by a simple majority — more than 50% of the votes cast by shareholders entitled to vote. A special resolution requires a higher threshold — at least 75% of the votes cast — and is used for significant constitutional or structural changes to the company. The distinction between ordinary and special resolutions is defined in section 9 of the Corporations Act 2001 (Cth). Shareholder decisions can be made in two ways under the Corporations Act. The first is at a general meeting — either an annual general meeting (AGM) under section 250N or an extraordinary general meeting (EGM) convened under section 249C. General meetings of members must be convened with proper notice — at least 21 days under section 249H for most companies, and 28 days for listed public companies. The meeting must have a quorum (at least two members in person for proprietary companies under section 249T), and resolutions are voted on and recorded in minutes under section 251A. The second method, available only to proprietary companies (Pty Ltd), is the written resolution without a meeting under section 249A of the Corporations Act. Under this provision, all members entitled to vote must sign a document containing the resolution. There is no need to give notice, convene a meeting, or establish a quorum. The written resolution procedure is a replaceable rule — it applies unless the company's constitution provides otherwise. Common matters that require an ordinary resolution include: appointing or removing a director (sections 201G and 203D); approving a related party benefit (section 208); allotting shares (section 254A); and approving financial reports. Common matters requiring a special resolution include: changing the company name (section 157); altering or adopting a constitution (section 136); converting the company type (section 162); reducing share capital (section 256B); and voluntarily winding up the company (section 491). This template supports both methods of passing resolutions and covers the full range of ordinary and special resolution subject matters. It includes ASIC lodgement reminders where applicable, given that certain resolutions — particularly special resolutions — must be lodged with ASIC within 14 days of being passed under section 136(5) and related provisions. Once passed, all shareholder resolutions must be recorded in the company's minute book within one month, pursuant to section 251A(1) of the Corporations Act. The minute book must be retained for at least seven years under section 251A(6). Members have a right to inspect the minute book under section 251B. Shareholders and companies should ensure proper record-keeping following the passage of any resolution, as failure to maintain accurate records is a contravention of the Corporations Act. This template is suitable for use by all types of Australian companies incorporated under the Corporations Act 2001 (Cth), including proprietary companies limited by shares (Pty Ltd), public companies limited by shares (Ltd), and companies limited by guarantee. Companies with specific governance requirements, particularly ASX-listed companies or those subject to ASIC guidance, should seek legal advice before relying solely on this template for major transactions.

Meeting minutes are the official written record of the proceedings and decisions made at a formal meeting of the board of directors or members (shareholders) of an Australian company. This template generates compliant meeting minutes for Australian companies under section 251A of the Corporations Act 2001 (Cth), covering board meetings, annual general meetings (AGMs), extraordinary general meetings (EGMs), and committee meetings. Under section 251A(1) of the Corporations Act 2001 (Cth), every Australian company is required to keep minute books in which it records, within one month, the proceedings and resolutions of its directors' meetings (including meetings of committees of directors) and its general meetings of members. The obligation to maintain accurate meeting minutes is one of the most fundamental ongoing compliance requirements for Australian companies. For board meetings, the minutes must record: the date, time, and place of the meeting; the names of the directors present and any apologies received; confirmation that a quorum was present; the text of each resolution passed and whether it was carried unanimously or by majority; any conflict of interest disclosures made under section 191; and a record of any director who was required to leave the room or abstain from a vote under section 195. Under section 248F, the quorum for a directors' meeting is two directors (or one, if the company has only one director), unless the constitution specifies otherwise. For general meetings — including AGMs and EGMs — the minutes must record: the date, time, and location of the meeting; the identity of the chairperson; confirmation of notice having been given; confirmation of quorum; the text of all resolutions proposed and the outcome of each vote; the vote count or proxy results for each resolution (for companies required to hold polls); and any questions raised by members under section 250PA (for public companies). Section 251A(4) of the Corporations Act provides that minutes of a meeting that have been signed by the chairperson of the meeting, or the chairperson of the next meeting, are evidence of the proceedings and resolutions to which they relate. This creates a legal presumption in favour of the accuracy of properly signed minutes, which is important for resolving disputes about what was decided at a meeting. Section 251A(6) requires that minute books be kept for at least seven years. This retention obligation applies whether the minute book is maintained in physical or electronic form. ASIC has accepted electronic minute books, but companies should ensure that their electronic records can be reproduced in a legible form on request. Under section 251B of the Corporations Act, shareholders of a company have the right to inspect and obtain copies of the minutes of general meetings. For directors' minutes, the right of inspection is limited to directors and the company secretary. Companies must not unreasonably refuse a request to inspect the minute book. For annual general meetings, which are required for public companies under section 250N, the minutes must also record the presentation and discussion of the financial report, directors' report, and auditor's report. The minutes of an AGM should note whether members passed any resolutions in relation to the auditor or directors' remuneration report. This template supports all principal types of Australian company meetings, including board of directors meetings, AGMs, EGMs, and committee meetings. It captures all key information required by section 251A, including attendees and apologies, quorum confirmation, agenda, business discussed, resolutions adopted with voting outcomes, action items, next meeting date, and dual signatures from the chairperson and minutes recorder. The template also includes a statutory record-keeping reminder to ensure that companies comply with their ongoing obligations under the Corporations Act.

Generate a legally compliant Consent to Act as Director under section 201D of the Corporations Act 2001 (Cth). Covers the ASIC Form 484 notification requirement, Director Identification Number (Director ID) obligations under Part 9.1A, disqualification declarations under sections 206A–206G, and the director's acknowledgment of key statutory duties. Essential for every new director appointment in Australia.

Create a legally sound Shareholders Agreement tailored to Australian law under the Corporations Act 2001 (Cth). Regulate share classes, voting rights, board composition, drag-along and tag-along rights, pre-emptive rights on new share issues, dividend policy, deadlock resolution, share valuation, restraint of trade, and exit provisions. Suitable for proprietary companies (Pty Ltd) and public companies across all Australian states and territories.