Special Board Resolutions are essential corporate governance documents used in Australian companies when making significant decisions that exceed the scope of ordinary resolutions. A Special Board Resolution requires a 75% majority vote and is typically used for major corporate actions such as altering the company constitution, changing the company name, capital reduction, or entering into significant transactions. These resolutions must comply with the Corporations Act 2001 and relevant state legislation, as well as the company's constitution. The document must include specific meeting details, clear resolution text, voting results, and proper certification. It often requires filing with ASIC and may need supporting documentation depending on the nature of the resolution. This document type is crucial for maintaining proper corporate governance and creating a legal record of significant board decisions.
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1. Meeting Details: Date, time, location of meeting, and whether it's physical, virtual or hybrid
2. Attendance and Quorum: List of directors present, confirmation of quorum requirements being met
3. Notice and Purpose: Confirmation that proper notice was given and purpose of special resolution
4. Background: Context and reasons for the special resolution
5. Resolution Text: The formal special resolution(s) being passed, clearly numbered if multiple
6. Voting Results: Record of how directors voted and confirmation of reaching required majority
7. Certification: Chairperson's signature and certification of resolution passing
1. Declarations of Interest: Required when directors have conflicts of interest to declare
2. Legal Advice Summary: Include when legal counsel has provided advice regarding the resolution
3. Financial Impact Statement: Required for resolutions with significant financial implications
4. Regulatory Compliance Statement: Include when resolution requires specific regulatory compliance
5. Implementation Timeline: Optional section detailing the timeline for implementing the resolution
1. Supporting Documents: Any relevant documents referenced in the resolution
2. Legal Opinion: Full text of legal advice if referenced in resolution
3. Financial Reports: Relevant financial statements or projections
4. Shareholder Communications: Draft communications to shareholders if required
5. Regulatory Forms: Any required regulatory forms (e.g., ASIC forms) related to the resolution
Relevant legal definitions
Board
Chair
Company
Constitution
Corporations Act
Directors
Effective Date
Meeting
Member
Notice
Quorum
Register
Resolution
Secretary
Special Resolution
Voting Majority
Business Day
Related Party
Subsidiary
Material Interest
Circulating Resolution
Electronic Meeting
Hybrid Meeting
Corporate Representative
Registered Office
Chair
Company
Constitution
Corporations Act
Directors
Effective Date
Meeting
Member
Notice
Quorum
Register
Resolution
Secretary
Special Resolution
Voting Majority
Business Day
Related Party
Subsidiary
Material Interest
Circulating Resolution
Electronic Meeting
Hybrid Meeting
Corporate Representative
Registered Office
Clauses
Relevant Industries
Financial Services
Mining and Resources
Healthcare
Technology
Retail
Manufacturing
Professional Services
Real Estate
Energy
telecommunications
Transportation and Logistics
Education
Non-Profit Organizations
Relevant Teams
Legal
Corporate Governance
Company Secretariat
Board Administration
Compliance
Risk Management
Executive Office
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Board Director
Chairperson
Chief Legal Officer
Corporate Governance Manager
Compliance Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Risk Manager
Board Liaison Officer
Executive Assistant to Board
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