Company Resolution Template Australia

RESOLUTION OF DIRECTORS

CORPORATE ACTION AND WRITTEN RESOLUTION

DOCUMENT CONTROL & METADATA

• Effective Date: [Insert Date, e.g., 24 October 2023]
• Document Version: 1.0 (Production-Ready)
• Jurisdiction / Scope: Commonwealth of Australia (Corporations Act 2001 (Cth))
• Entity Type: Australian Proprietary Company Limited by Shares (Pty Ltd)

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This document template has been drafted by elite corporate legal counsel to reflect standard corporate governance requirements under the Corporations Act 2001 (Cth) and typical replaceable rules or constitutions of Australian proprietary companies. This document contains legal and operational placeholders indicated by bracketed text ([...]) which must be verified and populated prior to execution. Corporate resolutions affect legal rights, liabilities, and statutory compliance. Users must ensure that the specific action authorized herein is permitted under the company's Constitution and does not breach any Shareholders' Agreement, financing covenants, or fiduciary duties. It is strongly recommended that this draft be reviewed by qualified Australian legal counsel prior to execution and entry into the company’s corporate register.

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PARTIES & DEFINITIONS

1. Company: [Insert Full Company Name], ACN [Insert ACN] (the "Company"), having its registered office at [Insert Registered Office Address].
2. Board: The board of directors of the Company for the time being.
3. Director(s): The duly appointed director(s) of the Company executing this resolution.
4. Corporations Act: The Corporations Act 2001 (Cth) as amended from time to time.

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OPERATIVE CLAUSES & TERMS

1. CIRCUMSTANCES AND AUTHORITY

1.1 The Director(s) or a majority of the Directors of the Company have considered the matters set out below. 1.2 Pursuant to the Constitution of the Company and section 248A of the Corporations Act (for proprietary companies with multiple directors) or general corporate authority (for single-director proprietary companies), the Director(s) may pass a resolution without a meeting if all directors sign a document containing a statement that they are in favour of the resolution set out in the document.

2. MATTERS FOR CONSIDERATION AND APPROVAL

The Board has reviewed, discussed, and evaluated the transaction, operational change, or corporate action described below and has determined that it is in the commercial best interests of the Company and its stakeholders to approve the same:

`[Insert detailed description of the corporate action, transaction, contract execution, banking arrangement, share issuance, or operational mandate being approved. Example: "The entry into, execution of, and performance under the commercial lease agreement between the Company and [Landlord Name] for the premises located at [Address] for a term of [Term] at an annual rent of [Amount]."]

3. RESOLUTIONS PASSED

IT IS HEREBY RESOLVED THAT: 3.1 Approval of Action: The Company is authorized to enter into, execute, and deliver [insert description of contract, document, or action] (the "Authorized Document"), a copy of which has been tabled before the Board and initialled by the chairperson for identification. 3.2 Execution Authority: Any [one / two] Director(s) of the Company, or [one Director and the Company Secretary], be and are hereby authorized to sign, execute, and deliver the Authorized Document (and any related ancillary documents) for and on behalf of the Company, including affixing the common seal of the Company (if applicable). 3.3 Operational Implementation: The Directors and any designated corporate officers of the Company be and are hereby authorized to take all such steps, do all such acts and things, and execute all such further documents as may be necessary, desirable, or expedient to implement and give full effect to the transactions contemplated by these resolutions.

4. ENTRY INTO MINUTES AND REGISTERS

4.1 The chairperson or company secretary is directed to enter this document into the minute book of the Company pursuant to section 251A of the Corporations Act. 4.2 This resolution may be executed in any number of counterparts, each of which when executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign or Adobe Sign) or facsimile copies shall be deemed valid and binding original counterparts.

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EXECUTION & SIGNATURE BLOCK

EXECUTED AS A RESOLUTION OF DIRECTORS pursuant to section 248A of the Corporations Act 2001 (Cth) or company constitution.

(Select the appropriate execution clause below based on the structure of the Company)

Option A: Single Director Company (Section 127(1) / Single Director & Secretary)

__________________________________________________
Signature of Sole Director / Sole Company Secretary

Name: ____________________________________________
Title: Sole Director and Sole Company Secretary
Date: ____ / ____ / ________

Option B: Multiple Directors / Director & Secretary (Section 127)

__________________________________________________               __________________________________________________
Signature of Director                                            Signature of Director / Company Secretary

Name: ____________________________________________               Name: ____________________________________________
Title: Director                                                  Title: Director / Company Secretary
Date: ____ / ____ / ________                                     Date: ____ / ____ / ________

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STEP-BY-STEP EXECUTION GUIDE

1. Review and Verification:

   • Verify that the company name and ACN match the Australian Securities and Investments Commission (ASIC) register exactly.
   • Confirm that the action authorized does not conflict with the Company's Constitution, Shareholders' Agreement, or any existing negative pledge / financing covenants.

2. Drafting Customization:

   • Replace all bracketed placeholder text (e.g., [...]) with precise factual data. Ensure Clause 2 clearly and exhaustively identifies the precise transaction or contract being approved.

3. Execution Protocol (Signing):

   • For Single-Director/Secretary Companies: The sole director/secretary must sign the designated signature block (Option A).
   • For Multi-Director Companies: All directors (or a quorum as specified in the company's constitution) must sign. Alternatively, pursuant to s 127, two directors, or a director and the company secretary, must execute.
   • Counterparts: If directors are signing separate physical or electronic copies, ensure every page of the resolution is circulated and executed.

4. Statutory Record Keeping & Compliance (ASIC / Corporations Act):

   • Pursuant to Section 251A of the Corporations Act 2001 (Cth), the signed resolution must be recorded in the Company’s official Minute Book within one (1) month of the resolution being passed.
   • The date of the resolution is the date the final required signature is affixed.

5. Operational Enforcement:

   • Provide a certified copy of this resolution to counter-parties, financial institutions, or regulatory bodies requiring evidence of corporate authority. A director or company secretary may certify the copy as a true and correct copy of the original entry in the minute book.