A Board Resolution Closure Of Business is a crucial corporate document required when an Australian company decides to cease its operations. This resolution is typically used when a solvent company voluntarily decides to close, whether due to retirement of key personnel, market conditions, or strategic reasons. The document must comply with Australian corporate law, particularly the Corporations Act 2001, and includes essential elements such as confirmation of board approval, solvency declaration, and detailed plans for winding up the business. It serves as the primary evidence of the board's decision and provides the legal foundation for subsequent closure actions. The resolution should be prepared with legal counsel's input to ensure all regulatory requirements are met and proper procedures are followed for protecting stakeholders' interests.
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1. Header Information: Company name, ACN, date, time, and location of meeting
2. Attendance: List of directors present, apologies, and confirmation of quorum
3. Chairperson: Appointment/confirmation of meeting chairperson
4. Background: Brief context explaining the reasons for business closure
5. Confirmation of Solvency: Declaration of the company's ability to pay all debts
6. Primary Resolution: Formal resolution to cease business operations
7. Appointment of Representative: Authorization of specific person(s) to handle closure procedures
8. Asset Disposal: General resolution regarding the disposal of company assets
9. Employee Matters: Resolution regarding termination of employment and entitlements
10. Statutory Obligations: Commitment to fulfill all legal and regulatory requirements
11. Closure Timeline: Proposed timeline for winding down operations
12. Signature Block: Chairperson's signature and date of signing
1. Lease Terminations: Include when the company has commercial leases to be terminated
2. Intellectual Property: Include when the company owns IP that needs specific handling
3. Environmental Obligations: Include when the business has environmental licenses or obligations
4. International Operations: Include when the business has overseas operations or entities
5. Special Contracts: Include when there are significant contracts requiring specific termination procedures
6. Shareholder Notification: Include when there are shareholders beyond the directors present
7. Loan and Security Arrangements: Include when there are outstanding loans or security arrangements
8. Regulatory Licenses: Include when the business holds specific regulatory licenses requiring formal surrender
1. Schedule A - Asset Register: Detailed list of company assets and proposed disposal method
2. Schedule B - Employee List: List of employees and their entitlement calculations
3. Schedule C - Outstanding Contracts: List of contracts requiring termination and proposed actions
4. Schedule D - Creditor List: List of creditors and outstanding amounts
5. Schedule E - Debtor List: List of debtors and receivable amounts
6. Appendix 1 - Financial Statement: Current financial position of the company
7. Appendix 2 - Closure Timeline: Detailed timeline of closure activities and responsibilities
8. Appendix 3 - Communication Plan: Plan for notifying stakeholders of the closure
Relevant legal definitions
Board
Company
Resolution
ASIC
Closure Date
Effective Date
Directors
Company Secretary
Business Assets
Existing Contracts
Employee Entitlements
Outstanding Liabilities
Intellectual Property Rights
Secured Creditors
Unsecured Creditors
Winding Up Process
Regulatory Authorities
Company Records
Registered Office
Stakeholders
Business Operations
Corporate Seal
Solvency Declaration
Statutory Obligations
Trading Name
ACN
Cessation of Business
Authorised Representative
Final Accounts
Termination Date
Company
Resolution
ASIC
Closure Date
Effective Date
Directors
Company Secretary
Business Assets
Existing Contracts
Employee Entitlements
Outstanding Liabilities
Intellectual Property Rights
Secured Creditors
Unsecured Creditors
Winding Up Process
Regulatory Authorities
Company Records
Registered Office
Stakeholders
Business Operations
Corporate Seal
Solvency Declaration
Statutory Obligations
Trading Name
ACN
Cessation of Business
Authorised Representative
Final Accounts
Termination Date
Clauses
Quorum and Meeting Validity
Authority and Powers
Declaration of Solvency
Cessation of Operations
Asset Disposal
Employee Termination
Contract Termination
Creditor Settlement
Regulatory Compliance
Record Retention
Bank Account Closure
Tax Obligations
Insurance Matters
Intellectual Property
Communication Protocol
Authorised Signatories
Implementation Timeline
Final Accounts
Deregistration Process
Environmental Obligations
Lease Termination
License Surrender
Stakeholder Notification
Director Obligations
Indemnification
Authority and Powers
Declaration of Solvency
Cessation of Operations
Asset Disposal
Employee Termination
Contract Termination
Creditor Settlement
Regulatory Compliance
Record Retention
Bank Account Closure
Tax Obligations
Insurance Matters
Intellectual Property
Communication Protocol
Authorised Signatories
Implementation Timeline
Final Accounts
Deregistration Process
Environmental Obligations
Lease Termination
License Surrender
Stakeholder Notification
Director Obligations
Indemnification
Relevant Industries
Retail
Manufacturing
Professional Services
Technology
Healthcare
Construction
Hospitality
Education
Mining
Agriculture
Financial Services
Transport and Logistics
Real Estate
Media and Entertainment
Relevant Teams
Legal
Finance
Board of Directors
Executive Leadership
Human Resources
Compliance
Corporate Governance
Risk Management
Operations
Administration
Relevant Roles
Chief Executive Officer
Company Director
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Board Chairman
Chief Operating Officer
Human Resources Director
Risk Manager
Compliance Officer
Financial Controller
Business Owner
Corporate Governance Manager
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