Board of Directors Resolution
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What is a board of directors resolution?
AÂ Board of Directors Resolution, also known as a board meeting resolution template, is a formal written decision made and approved by the directors of a company. The document provides a record of important decisions made by directors, including:
- appointment or removal of public officers;
- appointment or removal of corporate secretaries or directors;
- approval of authorised signatories or their removal;
- approval of transactions (such as issuance of a loan, sale of real estate);
- change of a company’s name;
- change of a company’s registered address, etc.
The present board of directors resolution template plays a key role in a company’s daily management and operations. The document should be drafted in compliance with a company’s existing constitution and effective provisions of the Corporations Act 2001 (Commonwealth).
Who should use this board of directors resolution template?
This resolution template is suitable for:
- Australian private companies searching for a reliable template for regular meetings of directors;
- Startups without legal teams looking for a solid template for directors’ meetings;
- Company secretaries searching for customisable directors resolution templates for corporate work;
- Corporate administrators dealing with numerous directors’ meetings for companies under their administration;
- Business owners looking for a reliable legal solution to improve internal corporate governance in their companies.
It is important to note that the resolution template cannot be used for a meeting of a company’s shareholders.
What does this board of directors resolution template include?
To create a complete board of directors resolution template, the document must include:
Information about the Company
The text of every resolution must include information about the company whose board of directors adopts this resolution. That information must include the company’s full legal name, registered address, ACN or ABN number, and the name of a state or territory where the company is incorporated.
The document must also include the date on which this resolution is being passed and signed by all the directors involved.
Type of Resolution
The resolution could be of several types depending on the classification criteria.
Depending on the number of directors in the company, this could be a board of directors or a sole director resolution template. Depending on the matters discussed in the text of a resolution, it could be:
- resolution to appoint a director template;
- appointment or removal of a public officer;
- company name change resolution template;
- distribution of dividends;
- issuance of new shares;
- appointment of director resolution template;
- appointment or removal of a corporate secretary.
Resolution Statements
The document must outline the list of all resolutions adopted by the board of directors. It is important to reflect all necessary details related to each resolution, including:
- appointment of a new director or secretary: full name of a director or a corporate secretary, duration of office, and date of appointment:
- removal of a director or a corporate secretary: full name of a director or a corporate secretary and date of termination;
- approval of the future transaction: brief description of the transaction, the transaction amount in Australian dollars, the date of signing, and the parties involved.
- issuance of new shares: date of issuance, type of shares, par value of each share in Australian dollars, and name of shareholders in whose name shares are issued;
- distribution of dividends: date of distribution, and amount of dividends to be distributed;
- appointment of a new public officer: full name of a public officer, duration in office and date of appointment:
- removal of a current public officer: full name of a public officer and date of termination.
Closing Statements
In this part of a directors resolution template Australia directors should agree on updating the minute book of the company, as well as signing all necessary documents to give effect to the terms of the present resolution.
At the end of the document, each director’s signature should be put, along with the director’s name.
Why use this company resolution template from FasterDraft?
By purchasing a board of directors resolution template from FasterDraft, you receive many benefits:
- a document template created by real lawyers, and never by AI;
- a resolution that is fully compliant with Australian law, including the Corporations Act 2021 (Commonwealth);
- a document that is fully customisable for the corporate structure of your company;
- a document tailored to your specific circumstances;
- a resolution written in professional language, with a solid and clear structure;
- a document that is available for instant download in both PDF and Word formats.
How to customise this board resolution template with FasterDraft?
To get a fully customisable document template, follow a few easy steps below:
- Click the “Create Document” button.
- Answer simple questions in the form.
- Select a template format – board resolution template PDF or Word.
- Make a payment.
Your fully customisable resolution template is ready for instant download immediately after the purchase.
Table of content
Frequently Asked Questions (FAQ)
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1. What is a circular resolution of directors template used for?
A circular resolution is a resolution adopted by a board of directors without holding an in-person meeting in accordance with Section 248A of the Corporations Act 2001.
A circular resolution is only applicable for companies with two or more directors.
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2. What is the company resolution template?
In Australia there is no such corporate document as a company resolution. In fact, the existing provisions of the Corporations Act 2001 (Commonwealth) provide two types of resolutions – a member’s resolution and a board of director resolution template.
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3. What are the requirements for the special resolution change of company name template Australia?
The board resolution template for a company’s name change should include:
- information about all directors signing this resolution;
- company’s full name, ACN or ABN number;
- company’s new name;
- a name of a person appointed to perform state registration of a new name;
- date and signatures of all directors.
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4. What are the requirements for a board resolution to appoint a new director template?
A resolution template aiming to appoint a new director must include:
- information about all directors signing this resolution;
- company’s full name, ACN or ABN number;
- full name and residential address of a new director;
- duration of a director’s office;
- date of appointment.
- a name of a person appointed to perform state registration of a new name;
- date and signatures of all directors.
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5. Should I notarise this board resolution template?
No. Once a sample board resolution template is created, it should be signed by all the company’s directors. There is no further requirement to notarise director’s signatures or to witness them.