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Directors Resolution Template 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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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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

Industries








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