The Directors Resolution Template is a crucial corporate governance tool used in Australian business operations to document formal decisions made by a company's board of directors. This template is essential when boards need to make and record important company decisions, whether through formal meetings or circular resolutions. It's designed to comply with the Corporations Act 2001 (Cth) and other relevant Australian corporate legislation, ensuring that board decisions are properly documented, legally valid, and maintain an accurate corporate record. The template can be used for various purposes, including approval of financial statements, appointment of officers, declaration of dividends, approval of major transactions, or any other significant company decisions requiring board approval. It includes provisions for recording the date, participating directors, nature of the resolution, voting outcomes, and necessary declarations, making it a vital tool for maintaining good corporate governance and meeting regulatory requirements.
Directors Resolution for Australia
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Key Requirements PROMPT example:
Directors Resolution Template
"I need a Directors Resolution Template for our Australian tech company to approve the acquisition of a competitor's software division for $5 million, with the resolution to be executed by March 15, 2025."
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1. Company Details: Legal name of the company, ACN/ABN, and registered office address
2. Date and Time: Date and time of the resolution
3. Meeting Type: Specification of whether it's a circular resolution or resolution passed at a meeting
4. Present Directors: Names of all directors participating in the resolution
5. Quorum: Confirmation that a quorum was present as per the company constitution
6. Chair: Identification of the meeting chair (if applicable)
7. Background: Context and background information explaining why the resolution is necessary
8. Resolutions: Clear and specific statement of each resolution being passed
9. Declaration: Statement confirming directors' compliance with duties and disclosure of interests
10. Execution: Signature blocks for directors and date of signing
1. Notice and Waiver: Required when normal notice requirements have been waived by directors
2. Conflicts of Interest: Required when any director has declared a material personal interest in the matter
3. Chairperson's Declaration: Used when the resolution is passed at a physical meeting and needs the chair's confirmation
4. Voting Results: Required when there is not unanimous agreement and voting numbers need to be recorded
5. Abstentions: Required when any directors have abstained from voting
6. Constitutional References: Used when specific provisions of the company constitution are being relied upon
7. Prior Resolutions: Required when referencing or revoking previous board resolutions
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements, reports)
2. Financial Statements: When resolution relates to financial matters or approval of accounts
3. Legal Advice: Any legal opinions or advice relied upon in making the decision
4. Expert Reports: Any third-party expert reports or valuations relevant to the resolution
5. Proxy Forms: If any directors are voting by proxy
6. Notice of Meeting: Copy of the notice if the resolution was passed at a meeting
7. Powers of Attorney: If any directors are acting under power of attorney
Authors
Relevant legal definitions
Company
Board
Directors
Chair
Resolution
Meeting
Circular Resolution
Constitution
Corporations Act
Quorum
Related Party
Material Personal Interest
Secretary
Financial Year
Special Resolution
Ordinary Resolution
Written Resolution
Corporate Representative
Subsidiary
Voting Rights
Business Day
Register
Independent Director
Executive Director
Notice
Proxy
Alternate Director
Governing Documents
Associated Entity
Relevant Interest
Board
Directors
Chair
Resolution
Meeting
Circular Resolution
Constitution
Corporations Act
Quorum
Related Party
Material Personal Interest
Secretary
Financial Year
Special Resolution
Ordinary Resolution
Written Resolution
Corporate Representative
Subsidiary
Voting Rights
Business Day
Register
Independent Director
Executive Director
Notice
Proxy
Alternate Director
Governing Documents
Associated Entity
Relevant Interest
Clauses
Company Identification
Meeting Details
Attendance
Quorum Confirmation
Notice Requirements
Chairperson Authority
Conflict Declaration
Background Statement
Resolution Purpose
Decision Authority
Voting Results
Financial Approval
Corporate Actions
Officer Appointment
Document Execution
Share Issuance
Dividend Declaration
Asset Disposal
Contract Approval
Business Strategy
Regulatory Compliance
Corporate Governance
Risk Management
Director Interests
Constitutional Matters
Certification
Implementation Authority
Record Keeping
Signature Requirements
Meeting Details
Attendance
Quorum Confirmation
Notice Requirements
Chairperson Authority
Conflict Declaration
Background Statement
Resolution Purpose
Decision Authority
Voting Results
Financial Approval
Corporate Actions
Officer Appointment
Document Execution
Share Issuance
Dividend Declaration
Asset Disposal
Contract Approval
Business Strategy
Regulatory Compliance
Corporate Governance
Risk Management
Director Interests
Constitutional Matters
Certification
Implementation Authority
Record Keeping
Signature Requirements
Relevant Industries
Financial Services
Banking
Insurance
Mining and Resources
Healthcare
Technology
Retail
Manufacturing
Professional Services
Real Estate
Construction
Education
Non-profit Organizations
Transport and Logistics
Energy
Telecommunications
Agriculture
Media and Entertainment
Relevant Teams
Legal
Corporate Governance
Company Secretariat
Board Support
Compliance
Risk Management
Executive Office
Administrative Support
Corporate Affairs
Regulatory Affairs
Relevant Roles
Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Governance Manager
Legal Counsel
Compliance Officer
Board Chairman
Non-Executive Director
Managing Director
Corporate Secretary
Risk Manager
Governance Officer
Board Administrator
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