Company resolution by board of directors

Company resolution by board of directors

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This document is a resolution by the board of directors of a company.

A resolution is the formal means by which decisions are made by a meeting of company members. The Corporations Act 2001 (Cth) (Act) requires that many decisions affecting a company be made by resolution.

The form of the resolution will also need to meet the company’s obligations, for example if there are any requirements in the company constitution as to the particulars for the notice of meeting. The resolution should also meet statutory obligations. For example, if it is to be effected as circular resolution, it must comply with the specifications in the Act.

Usually, an ordinary resolution requires a bare majority to pass (ie, more than 50% of votes in favour of the resolution), and a special resolution requires a higher percentage. Many decisions can be made by ordinary resolutions, but the constitution of a company may require that certain decisions be made by special resolution, or specify that they can be made by ordinary resolution.

This document has been authored for LexisNexis by Jane Garber-Rosenzweig, Principal, Gable Lawyers and Rosalyn Gladwin, Principal, Gladwin Legal.

This document is prepared with the assistance of Specialist Editor Stephen Newman, Executive Counsel, Ponte Earle.