Members Written Resolution Template for Australia

A Members Written Resolution is a powerful corporate governance tool that allows your company's shareholders to make formal decisions without the expense and complexity of organizing a physical meeting. Under Australian law, this document enables efficient decision-making while maintaining compliance with the Corporations Act 2001 and your company's constitution.

When do you need this document?

You'll need a Members Written Resolution when your company requires shareholder approval for important decisions but a general meeting is impractical or unnecessary. Common situations include approving annual financial statements, authorizing the issue of new shares, appointing or removing directors, or making changes to the company constitution. This document is particularly valuable for small to medium enterprises where shareholders are readily accessible and consensus can be achieved quickly. Listed companies may also use written resolutions for certain matters, though ASX Listing Rules impose additional requirements for shareholder communications and approvals.

Key legal considerations

The resolution must clearly specify whether it's an ordinary resolution (requiring more than 50% of votes) or a special resolution (requiring at least 75% of votes). Your document should include precise wording of the proposed resolution, as ambiguous language can lead to disputes or invalid decisions. All eligible members must have the opportunity to vote, and the resolution cannot be used for matters that specifically require a physical meeting under the Corporations Act. Consider your company's constitution carefully, as it may impose additional requirements for written resolutions, such as minimum notice periods or specific voting procedures. Corporate trustees and legal representatives must ensure they have proper authority to execute the resolution on behalf of beneficial owners.

Legal requirements in Australia

Under sections 249A-249B of the Corporations Act 2001, written resolutions must be signed by members holding sufficient voting power to pass the resolution at a general meeting. The document must be circulated to all members entitled to vote, and you cannot use this method for resolutions removing auditors or directors before their term expires. State-specific corporations laws may impose additional requirements, particularly for certain types of companies or specific resolution matters. The resolution becomes effective when signed by the required majority, not when circulated, so careful coordination of execution timing is essential. Maintain proper records of the resolution process, including evidence of circulation to all members and the final executed document, as these may be required for ASIC filings or future audits.