A Company Resolution is a crucial corporate governance document used in Australian business operations to formally document decisions made by a company's governing body. It is required under the Corporations Act 2001 (Cth) for various corporate actions, from routine matters like opening bank accounts to significant decisions such as mergers or capital raising. The document must follow specific legal requirements and typically includes details of the decision, the date it was made, who participated in the decision-making process, and appropriate signatures. Company Resolutions can be passed either at formal meetings or through circular resolutions, and they form part of the company's official records that must be maintained under Australian corporate law. They are particularly important for demonstrating compliance with legal requirements and providing evidence of proper corporate governance.
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1. Title and Company Details: Formal title of the resolution document, ACN/ABN, company name and registered address
2. Date: Date of the resolution
3. Type of Resolution: Specification of whether this is a Directors' Resolution, Shareholders' Resolution, or Circular Resolution
4. Present: List of directors/shareholders present or participating in the resolution
5. Chairperson: Identification of the chairperson of the meeting (if applicable)
6. Quorum: Confirmation that a quorum was present/achieved as per company constitution
7. Background: Context and reasons for the resolution
8. Resolutions: The actual resolution(s) being passed, clearly numbered if multiple
9. Declaration: Statement confirming the resolution was passed and voting results if relevant
10. Signatures: Space for required signatures with names and positions
1. Notice and Waiver: Required when normal notice periods have been waived by all eligible voters
2. Conflicting Interests: Used when any directors/shareholders have declared conflicts of interest
3. Voting Results: Detailed breakdown of votes when required for contentious resolutions
4. Conditions Precedent: Any conditions that must be met before the resolution takes effect
5. Implementation Instructions: Specific directions for carrying out the resolved actions
6. Proxy Details: Required when any votes are cast by proxy
7. Recitals: Additional background information when complex context needs to be documented
1. Schedule 1 - Supporting Documents: Copies of relevant documents referenced in the resolution
2. Schedule 2 - Financial Information: Any financial statements or reports relevant to the resolution
3. Schedule 3 - Legal Opinions: Copies of legal advice received (if applicable)
4. Appendix A - Voting Record: Detailed record of votes cast (for shareholder resolutions)
5. Appendix B - Meeting Minutes: Minutes of the meeting where the resolution was passed (if applicable)
6. Appendix C - Related Party Details: Information about related party transactions (if relevant)
Relevant legal definitions
Board
Chair
Company
Constitution
Corporations Act
Director
Meeting
Member
Notice
Ordinary Resolution
Proxy
Quorum
Register
Related Party
Resolution
Secretary
Share
Shareholder
Special Resolution
Subsidiary
Voting Period
Written Resolution
Business Day
Circular Resolution
Corporate Representative
Financial Year
Governing Documents
Material Interest
Officer
Registered Office
Chair
Company
Constitution
Corporations Act
Director
Meeting
Member
Notice
Ordinary Resolution
Proxy
Quorum
Register
Related Party
Resolution
Secretary
Share
Shareholder
Special Resolution
Subsidiary
Voting Period
Written Resolution
Business Day
Circular Resolution
Corporate Representative
Financial Year
Governing Documents
Material Interest
Officer
Registered Office
Clauses
Authority and Powers
Appointment of Officers
Removal of Officers
Share Issuance
Share Transfer
Financial Matters
Banking Arrangements
Corporate Structure
Business Operations
Asset Disposal
Property Matters
Borrowing Powers
Executive Compensation
Dividend Declaration
Constitutional Amendment
Related Party Transactions
Corporate Governance
Meeting Procedures
Company Name Change
Registered Office Change
Execution of Documents
Strategic Decisions
Capital Structure
Subsidiary Management
External Agreements
Regulatory Compliance
Audit Matters
Company Seal Usage
Business Sale or Purchase
Dissolution or Winding Up
Appointment of Officers
Removal of Officers
Share Issuance
Share Transfer
Financial Matters
Banking Arrangements
Corporate Structure
Business Operations
Asset Disposal
Property Matters
Borrowing Powers
Executive Compensation
Dividend Declaration
Constitutional Amendment
Related Party Transactions
Corporate Governance
Meeting Procedures
Company Name Change
Registered Office Change
Execution of Documents
Strategic Decisions
Capital Structure
Subsidiary Management
External Agreements
Regulatory Compliance
Audit Matters
Company Seal Usage
Business Sale or Purchase
Dissolution or Winding Up
Relevant Industries
Financial Services
Professional Services
Healthcare
Technology
Manufacturing
Retail
Mining and Resources
Construction
Real Estate
Transport and Logistics
Education
Agriculture
Non-profit
Energy
Telecommunications
Relevant Teams
Legal
Corporate Governance
Board of Directors
Executive Leadership
Compliance
Company Secretariat
Risk Management
Corporate Affairs
Finance
Administrative Support
Relevant Roles
Chief Executive Officer
Company Secretary
Director
Managing Director
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Chairman
Chief Financial Officer
Corporate Governance Manager
Risk Manager
Executive Assistant to CEO
Chief Operating Officer
General Counsel
Company Director
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