The Board of Directors Resolution Form is a crucial corporate governance document used across Australian businesses to document formal decisions made by the board of directors. This document is required under the Corporations Act 2001 (Cth) and must be maintained as part of the company's official records. It is typically used when the board needs to make significant decisions about company operations, strategy, financial matters, or corporate governance. The resolution form serves multiple purposes: it provides evidence of proper decision-making processes, protects directors by documenting their decisions, and creates a legal record of corporate actions. It must include specific information such as meeting details, attendance, voting results, and proper certifications to be legally valid under Australian law.
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1. Company Information: Legal name of the company, ACN/ABN, and registered office address
2. Meeting Details: Date, time, location, and type of meeting (regular/special)
3. Attendance: List of directors present, apologies, and confirmation of quorum
4. Chair: Identification of the meeting's chairperson
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
6. Resolutions: Clear statement of each resolution passed by the board
7. Voting Results: Record of how the vote was conducted and the outcome
8. Certification: Statement certifying that the resolutions were duly passed
9. Signatures: Space for signature of chairperson and/or company secretary
1. Declarations of Interest: Required when directors need to declare conflicts of interest related to the resolutions
2. Prior Minutes: Confirmation of previous meeting minutes when these need to be formally approved
3. Background Information: Included when complex resolutions require context or explanation
4. Delegated Authority: When the resolution includes delegation of specific powers to officers or committees
5. Implementation Instructions: Specific directions for carrying out the resolved actions
6. Noted Items: Record of important matters discussed but not formally resolved
7. Next Meeting: Details of the next scheduled board meeting when required
1. Schedule A - Supporting Documents: Copies of relevant documents referenced in the resolutions
2. Schedule B - Financial Information: Financial statements or reports when resolutions involve financial decisions
3. Schedule C - Legal Documents: Copies of contracts, agreements, or legal opinions referenced
4. Appendix 1 - Proxy Forms: If any directors voted by proxy
5. Appendix 2 - Written Resolutions: For circular resolutions passed without a meeting
6. Appendix 3 - Committee Reports: Reports from board committees relevant to the resolutions
Relevant legal definitions
Board
Company
Chair
Constitution
Director
Meeting
Resolution
Special Resolution
Ordinary Resolution
Quorum
Secretary
Related Party
Subsidiary
Circular Resolution
Written Resolution
Board Committee
Financial Year
Material Interest
Officer
Notice
Voting Rights
Corporate Representative
Alternate Director
Electronic Meeting
Independent Director
Company
Chair
Constitution
Director
Meeting
Resolution
Special Resolution
Ordinary Resolution
Quorum
Secretary
Related Party
Subsidiary
Circular Resolution
Written Resolution
Board Committee
Financial Year
Material Interest
Officer
Notice
Voting Rights
Corporate Representative
Alternate Director
Electronic Meeting
Independent Director
Clauses
Meeting Formalities
Quorum Confirmation
Previous Minutes Approval
Financial Approvals
Share Issuance
Officer Appointments
Director Appointments and Resignations
Banking and Treasury
Corporate Actions
Contract Authorization
Property Dealings
Capital Expenditure
Dividend Declarations
Committee Establishment
Delegation of Authority
Strategic Decisions
Regulatory Compliance
Corporate Governance
Related Party Transactions
Company Policy Changes
Risk Management
Annual Reports and Financial Statements
Remuneration
Share Transfer
Company Structure
Mergers and Acquisitions
Asset Disposal
Legal Proceedings
Company Seal Usage
Borrowing and Security
Quorum Confirmation
Previous Minutes Approval
Financial Approvals
Share Issuance
Officer Appointments
Director Appointments and Resignations
Banking and Treasury
Corporate Actions
Contract Authorization
Property Dealings
Capital Expenditure
Dividend Declarations
Committee Establishment
Delegation of Authority
Strategic Decisions
Regulatory Compliance
Corporate Governance
Related Party Transactions
Company Policy Changes
Risk Management
Annual Reports and Financial Statements
Remuneration
Share Transfer
Company Structure
Mergers and Acquisitions
Asset Disposal
Legal Proceedings
Company Seal Usage
Borrowing and Security
Relevant Industries
Financial Services
Mining and Resources
Healthcare
Technology
Retail
Manufacturing
Professional Services
Education
Real Estate
Transport and Logistics
Energy
Telecommunications
Non-Profit Organizations
Agriculture
Construction
Relevant Teams
Legal
Corporate Governance
Company Secretariat
Board Support
Compliance
Risk Management
Executive Office
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Board Director
Chairperson
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Financial Officer
Corporate Governance Manager
Board Relations Manager
Executive Assistant to Board
Risk Manager
Managing Director
Non-Executive Director
Independent Director
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