Directors Resolution (General)

This document serves to enable directors of a company to pass general resolutions without the need to hold a meeting. This process is commonly referred to as a ‘Circular’ or ‘Circulating’ resolution. In accordance with the Corporations Act 2001, the majority of decisions your company makes must be made using a resolution. In order for your resolution to comply with these laws, the document must be signed by all the directors who are entitled to vote. This confirms that everyone is in support of the decisions outlined in the resolution. 

It’s important to remember that despite the fact legislation allows you to pass a resolution in this way, your company constitution or shareholders agreement may require a different process. For example, your constitution might state that directors must hold a meeting for all resolutions. Therefore it is recommended that you review these documents first to check whether your company has a specific procedure around passing resolutions. 

You should also be aware that this document is best suited to decisions that are likely to be agreed on by every director, and therefore do not require a meeting. Given this type of resolution requires a unanimous conclusion, it is not appropriate for resolutions that are complicated and likely to involve disagreement. These complex matters often require discussions and meetings to occur. 

This document is drafted in accordance with the provisions outlined in Section 248 of the Corporations Act 2001 (Cth).

Use this Resolution If:

• You want to pass a resolution without having to hold a meeting
• It is likely that all directors will agree to the decisions within the resolution
• Your company constitution or shareholder’s agreement does not require any contrasting procedures around passing resolutions

What does this Resolution Cover?

• Statement in favour of resolution
• Details of the decisions being made
• Statement directing changes to be actioned
• Director signatures

Other documents you may need:

• Shareholder Meeting Minutes

Further Information:

• What Is A Company Resolution?

• What’s the Difference Between an Ordinary and Special Resolution