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Consent Minutes
"I need Consent Minutes for my Australian private company to document the board's approval of a new share issue to existing shareholders and appointment of a new director, with the resolutions to take effect from March 15, 2025."
1. Header Information: Company name, ACN, and document type identification
2. Date and Time: Date when the resolutions are deemed to have been passed
3. Present and Entitled: List of directors/shareholders entitled to vote on the resolutions
4. Chairperson: Identification of the appointed chairperson for the written resolution process
5. Quorum: Confirmation that quorum requirements are met as per company constitution
6. Notice and Consent: Statement confirming all entitled parties have agreed to the resolution process without a physical meeting
7. Resolutions: Clear statement of each resolution passed, numbered sequentially
8. Declarations: Declarations of any conflicts of interest or other relevant disclosures
9. Confirmation and Adoption: Statement confirming the passing of resolutions and their effective date
10. Execution: Space for signatures of all participating directors/shareholders
1. Background Information: Include when context is needed to understand the resolutions being passed
2. Legal Advice: Reference to any legal advice received, when resolutions are based on professional recommendations
3. Related Party Interests: Required when resolutions involve related party transactions
4. Delegation of Authority: Include when resolutions involve delegating powers to specific individuals
5. Conditions Precedent: When resolutions are subject to certain conditions being met
6. Next Steps/Actions: Include when specific actions need to be taken to implement the resolutions
1. Schedule 1 - Supporting Documents: Copies of relevant documents referenced in the resolutions
2. Schedule 2 - Powers of Attorney: If any parties are signing under power of attorney
3. Schedule 3 - Certificate of Directors/Secretary: When formal certification of the resolution process is required
4. Appendix A - Voting Record: Detailed record of how each director/shareholder voted on each resolution
5. Appendix B - Referenced Agreements: Copies of agreements or documents being approved by the resolutions
Authors
Financial Services
Professional Services
Real Estate
Manufacturing
Technology
Healthcare
Retail
Mining and Resources
Construction
Education
Non-Profit Organizations
Transport and Logistics
Agriculture
Energy
Legal
Corporate Governance
Company Secretariat
Board of Directors
Executive Leadership
Compliance
Risk Management
Corporate Affairs
Administrative Support
Company Director
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Chairman
Managing Director
Chief Financial Officer
Corporate Governance Manager
Risk Manager
Board Member
Executive Director
Non-Executive Director
General Counsel
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