Shareholders' Circulating Resolution (Ordinary Resolutions and Special Resolutions)

In accordance with the Corporations Act 2001 (Cth), the majority of decisions your company makes must be made using a resolution. In order for your resolutions to comply with these laws, you may either:

• Pass the resolutions by majority vote at a meeting of shareholders;

• Obtain the signatures of all the shareholders through a circulating resolution, as this document provides for.

Both ordinary and special resolutions may be passed as circulating resolutions.

Legal considerations

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 shareholders 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 (ie. meeting) regarding passing resolutions. 

Note that a resolution approving the appointment or removal of an auditor must be voted for at a meeting of shareholders, and cannot be passed through a circulating resolution.

You should also be aware that this document is best suited to decisions that are likely to be agreed on by every shareholder, 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. 

Use this Resolution If:

• You want to pass a resolution without having to hold a meeting

• It is likely that all shareholders will agree to the decisions made through the resolution

• Your company constitution or shareholder’s agreement does not have any conflicting procedures concerning passing resolutions

What does this Resolution cover?

• Statement in favour of resolution

• Details of the decisions being made

• Statement directing changes to be actioned

Further information:

• What Is A Company Resolution?

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