Shareholders' Resolution (Australia)

A directors' written resolution — also called a circular resolution — allows the directors of an Australian company to make formal decisions without convening a physical board meeting. This document is specifically designed for circular resolutions passed under section 248A of the Corporations Act 2001 (Cth), as distinct from formal board meeting minutes. In Australian corporate practice, two primary mechanisms exist for directors to pass resolutions. The first is a resolution passed at a formal board meeting, which requires a quorum, notice, a chairperson, and the preparation of minutes under section 251A. The second — and often more practical option for small to medium proprietary companies — is the written circular resolution under sections 248A to 248G of the Corporations Act. This template covers the circular resolution process. Under section 248A of the Corporations Act 2001 (Cth), a resolution of the company's directors may be passed without holding a directors' meeting, provided that all directors who are entitled to vote on the resolution agree to the resolution by signing a document that sets out the terms of the resolution. This mechanism is a replaceable rule under the Corporations Act, meaning it applies to all proprietary companies unless the company's constitution expressly excludes or modifies it. The circular resolution procedure offers significant practical advantages. It eliminates the need to coordinate schedules and convene a formal meeting, which can be particularly valuable for companies whose directors are located in different cities or time zones across Australia. It is equally valid as a formal meeting resolution for most purposes, including authorising the execution of contracts, approving bank mandates, approving share allotments, and authorising borrowings. Section 248B of the Corporations Act provides that a circular resolution is passed when the last eligible director signs it. Section 248C permits the document to be signed in counterpart — each director may sign a separate but identical copy, and all signed copies together constitute the single resolution. Under section 248D, a director may provide their signed copy to the company by any method agreed to by all directors, including electronic delivery. Importantly, a circular resolution cannot be used for all company decisions. Section 248A does not apply where the company's constitution requires certain matters to be resolved at a formal meeting. Additionally, certain provisions of the Corporations Act require formal meetings — for example, the approval of financial statements under section 301 requires a resolution at a duly convened meeting of the board. Companies should take legal advice when uncertain about whether a particular decision can be made by circular resolution. The conflict of interest provisions of the Corporations Act continue to apply to circular resolutions. Under section 191, a director who has a material personal interest in a matter that relates to the affairs of the company must give the other directors notice of that interest. Under section 195, a director with a material personal interest is generally not permitted to vote on the matter, and a circular resolution signed only by the disinterested directors will be valid in respect of that matter. All circular resolutions must be recorded in the company's minute book within one month of being passed, in compliance with section 251A(1) of the Corporations Act. The minute book must be kept for at least seven years under section 251A(6). Failure to maintain proper records is a contravention of the Corporations Act and may give rise to penalties for officers of the company. This template includes fields for the company's full registered name and Australian Company Number (ACN), the date of the resolution, the subject and full text of the resolution, an optional background or recital, a conflict of interest disclosure where applicable, and execution blocks for up to three directors. The document is suitable for use by directors of Australian proprietary companies (Pty Ltd) and public companies (Ltd) incorporated under the Corporations Act 2001 (Cth).

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.

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.

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.

Create a Company Constitution for an Australian company under the Corporations Act 2001 (Cth) ss 135-141. Covers replaceable rules modification, share issue and transfer restrictions, directors' powers and duties, board and general meeting procedures, dividends (s 254T), officer indemnity (s 199A), document execution (s 127), and winding up provisions. Suitable for proprietary companies (Pty Ltd) and public companies (Ltd) in all Australian states and territories.

Transfer shares in an Australian proprietary or public company with a legally sound Share Purchase Agreement drafted under the Corporations Act 2001 (Cth). This template covers the purchase price in Australian dollars, completion mechanics, stamp duty allocation, capital gains tax (CGT) warranties, and seller representations — giving both parties clear contractual certainty for the transaction.