Directors' & Shareholders' Resolutions Pack (Australia)
A company resolution is a formal decision recorded by the directors or the shareholders of an Australian Pty Ltd or Ltd company. Whether passed by a meeting or by circulating signature, the resolution is the legal mechanism by which the Company appoints directors, declares dividends, issues shares, changes its registered office, or approves any corporate action. Our free Australian template covers all the common resolution types and produces a clean PDF ready for the minute book under <em>Corporations Act 2001</em> (Cth) s. 251A.
| COMPANY NAME | Harbour Digital Pty Ltd |
| ACN | 634 891 257 |
| ABN | 52 634 891 257 |
| REGISTERED OFFICE | Level 10, 1 Martin Place, Sydney NSW 2000 |
| GOVERNING JURISDICTION | New South Wales, Australia · Corporations Act 2001 (Cth) |
| RESOLUTION DATE | 15 May 2026 |
| RESOLUTION METHOD | Circulating Resolution (s. 248A) |
This resolution is a circulating resolution of the directors passed without a directors' meeting being held, pursuant to Corporations Act 2001 (Cth) s. 248A (replaceable rule under Corporations Act 2001 s. 135 — the Company's constitution may modify this rule). The resolution is taken to be passed when the last director entitled to vote signs the document. Each director entitled to vote has signed below.
Replaceable rules: Unless the Company's constitution displaces them, the resolution-passing procedures in ss. 248A-249A of the Corporations Act 2001 (Cth) apply by default as replaceable rules pursuant to s. 135. A proprietary company is not required to have a written constitution; if it has none, the replaceable rules govern.
This resolution shall be entered in the Company's minute book within one (1) month of the date of passing, pursuant to Corporations Act 2001 (Cth) s. 251A. The minute book shall be kept at the Company's registered office, its principal place of business in Australia, or such other place in Australia as ASIC has approved. The minutes shall be signed by each director who signed this circulating resolution within a reasonable time after the resolution is passed.
Minutes signed in accordance with s. 251A constitute evidence of the proceedings and resolutions to which they relate. The Company shall retain this minute and all supporting documents for at least seven (7) years from the date of the resolution in accordance with s. 286 (financial records) and good corporate governance practice.
IT WAS FURTHER RESOLVED THAT the following additional matters be and are hereby resolved on the same date and by the same body as the principal resolution above:
Further Resolution 1: The Company appoints Mitchell and Carter Chartered Accountants of Level 8, 60 Castlereagh Street, Sydney NSW 2000 as the Company's auditor effective from the date of this resolution, subject to that firm's written consent under s. 328A.
Further Resolution 2: The Company opens a new transaction account with Westpac Banking Corporation; James T. O'Brien and Emma L. Watson are authorised to operate the account jointly, with any single signatory authorised for transactions up to AUD 5,000.
Chair authority: The chair of the meeting (or, in the case of a circulating resolution, any director acting on behalf of the body) is hereby authorised to execute on behalf of the Company any and all documents, instruments, notifications, and ASIC lodgements necessary or incidental to giving effect to these resolutions. This authorisation extends to electronic signing under Corporations Act 2001 (Cth) s. 110A.
Character: This resolution is an ordinary resolution, requiring a simple majority (more than 50%) of the votes cast by members or directors entitled to vote.
Vote outcome: Unanimously in favour — every director entitled to vote signed (circulating) or voted in favour (meeting). No abstentions.
Notice: The directors gave one another reasonable notice of the proposed meeting/resolution in accordance with the Company's constitution and Corporations Act 2001 (Cth) s. 248C.
Meeting format: Physical Meeting.
Electronic signing under s. 110A: This resolution may be signed electronically by the persons named below, with each signature being valid and effective in accordance with Corporations Act 2001 (Cth) s. 110A (introduced by the same 2023 Act). Electronic signing methods include any reliable method that identifies the signatory and indicates their intention to sign — including platform-based e-signature tools (DocuSign, Adobe Sign), uploaded image of a wet-ink signature, or a typed name accompanied by a clear indication of intention. Counterparts (whether wet-ink, electronic, or a mix) together constitute one document.
In connection with this resolution, the directors acknowledge the following filing and compliance obligations:
(a) Form 484 — Change to Company Details: Where this resolution effects a change to the Company's officeholders, registered office, share structure, or ultimate holding company, the Company shall lodge Form 484 with ASIC via the ASIC Registry Portal within twenty-eight (28) days of the change taking effect. A late lodgement attracts a late fee under s. 1351 of the Corporations Act; if more than 28 days late, ASIC will record the change as taking effect on the date of lodgement (not the date of the resolution).
(b) Minute book (s. 251A): This resolution shall be recorded in the Company's minute book within one (1) month of being passed. Minute books shall be available at the registered office, the principal place of business, or such other place in Australia as approved by ASIC. Members have a right to inspect the minutes of meetings of members under s. 251B.
(c) Director identification number (Director ID): Any new director appointed by this resolution must hold a valid Director ID issued by the Australian Business Registry Services (ABRS) under Part 9.1A of the Corporations Act. A Director ID is a unique 15-digit identifier verifying the director's identity, mandatory since 5 April 2022 for newly-appointed directors of CATSI and Corporations Act companies.
(d) Annual review and statement (s. 345A): The Company shall continue to comply with the annual review obligation — ASIC issues an annual statement around the Company's annual review date; the Company has two months to confirm details and pay the annual review fee.
What Is a Company Resolution?
A company resolution is a formal decision of a corporate body — either the board of directors or the shareholders (members) — recorded in writing. In Australia, resolutions are governed by Chapter 2G of the <em>Corporations Act 2001</em> (Cth). The board of directors passes resolutions on operational matters under ss. 248A-248G; shareholders pass resolutions on company-level matters (constitutional changes, share capital, winding up) under ss. 249A-249N. A one-director proprietary company uses the simpler sole-director procedure in s. 248B.
There are two ways to pass a resolution. A <strong>circulating resolution</strong> (sometimes called a written resolution) is passed by signature without holding a meeting — useful for routine matters where all directors or members are in agreement. The replaceable rule in s. 248A allows a circulating directors' resolution to be passed when every director entitled to vote signs the document; s. 249A allows the same for shareholders of a proprietary company. A <strong>meeting resolution</strong> is passed by a vote at a properly convened meeting of directors (s. 248C) or members (ss. 249C, 249H). Since the <em>Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023</em> (Cth), meetings can be held wholly virtually, in hybrid form, or wholly physically — and all corporate documents can be signed electronically under s. 110A.
Australian companies use resolutions for every formal action — appointing or removing directors (with ASIC Form 484 lodgement within 28 days under s. 205B), changing the registered office (s. 142(1A)), declaring dividends (subject to the three-pronged solvency test under s. 254T), issuing new shares (s. 254A; Form 484 again), reducing or buying back capital (Chapter 2J ss. 256B-257J), changing the principal business activity, approving annual financial statements (Chapter 2M), or passing any special resolution where the Act or constitution requires one. The minute of every resolution must be entered in the Company's minute book within one (1) month under s. 251A — a record that ASIC, the Federal Court, and the Tax Commissioner all treat as evidence of the proceedings.
What's Covered in This Template
Our Australian company resolutions template handles every common resolution type with the right statutory wording, signature block, and ASIC lodgement reminder.
Company Details
Company name, ACN (9 digits), ABN (11 digits), registered office, and governing state or territory.
Resolution Class
Board of directors, sole director (s. 248B proprietary), or shareholders / members — drives the correct statutory wording.
Circulating or Meeting
Circulating resolution under s. 248A (directors) or s. 249A (members), or meeting resolution under s. 248C / s. 249C with the right notice (s. 249H).
Resolution Types
Appoint director, remove director, change registered office, declare dividend, issue shares, change of capital, change of business, approve financial statements, or free-text general resolution.
Director Appointment Detail
New director full name, residential address, date of birth, s. 201D consent date, and 28-day Form 484 reminder.
Dividend Declaration
Amount per share, record date, payment date, and the three-pronged solvency test acknowledgement under s. 254T.
Share Issue Detail
Number issued, class, subscriber, issue price, consideration, and the s. 254X / Form 484 lodgement reminder.
Signatories — Up to 4
Director, Director and Secretary, Sole Director, Shareholder, or Chair role labels for each signing party.
Expert: Pack Multiple Resolutions
Bundle additional resolutions into one minute — one paragraph per resolution, automatically numbered Further Resolution 1, 2, 3...
Expert: Special Resolution Mechanics
75% threshold (s. 9 definition), notice period 21/28 days, 14-day ASIC filing for change-of-name / constitution amendment / buy-back / winding up.
Expert: Virtual / Hybrid / s. 110A Electronic Signing
Wholly virtual, hybrid, or physical meeting; s. 249R, s. 249RA poll requirement, s. 249S; electronic signing under s. 110A (DocuSign, Adobe Sign, typed name).
Expert: ASIC Filing & Director ID
Form 484 28-day lodgement window, s. 251A minute book one-month rule, ABRS Director ID under Part 9.1A (mandatory since 5 April 2022).
How to Create a Company Resolution
Follow these steps to produce a resolution that meets the Corporations Act and is ready for the minute book.
- 1
Enter Company Identifiers
Provide the Company name (exactly as registered with ASIC), the 9-digit ACN, the 11-digit ABN (optional), the physical registered office address (PO boxes are not accepted), and the governing State or Territory.
- 2
Choose the Resolution Class and Method
Pick whether the body is the board of directors (2+ directors), the sole director (s. 248B), or the shareholders / members. Choose circulating (signed without a meeting) or meeting (formally convened gathering). For meetings, add the meeting location.
- 3
Choose the Resolution Type
Select from nine standard types — appoint director, remove director, change registered office, declare dividend, issue shares, change capital, change business activity, approve financial statements, or general free-text. Only the fields relevant to your chosen type appear in the form.
- 4
Name the Signatories
List every director or member who will sign (up to 4). Choose the right role label for each: Director, Director and Secretary, Sole Director, Shareholder / Member, or Chair of Meeting.
- 5
Generate PDF & Lodge with ASIC if Required
Produce the PDF, sign electronically under s. 110A or in wet ink, and enter the resolution in the Company's minute book within one (1) month under s. 251A. If the resolution effects a Form 484 change (officeholder, registered office, share structure), lodge with ASIC within 28 days via the ASIC Registry Portal to avoid the late fee under s. 1351.
Legal Considerations
Company resolutions are the legal record of corporate decision-making — defective resolutions can be challenged in court and may invalidate the underlying action.
This template is for informational purposes only and does not constitute legal or tax advice. Where a resolution affects share capital, related-party transactions, employee equity, dividend taxation, or the rights of minority shareholders, seek advice from an Australian corporate solicitor and tax adviser before passing the resolution. ASIC will record many lodgements automatically, but errors and late lodgements attract fees and may delay the legal effect of the resolution.
Reviewed for Australian corporate law
Replaceable Rules and the Constitution
The default resolution-passing procedures in ss. 248A-249A of the <em>Corporations Act 2001</em> (Cth) are <strong>replaceable rules</strong> under s. 135. This means the Company's constitution may modify them — for example, by requiring a smaller proportion of directors to sign a circulating resolution, or by requiring a particular form of notice. Before passing a resolution under the replaceable rules, check the Company's constitution (if any). A proprietary company is not required to have a constitution; companies registered without one are governed by the replaceable rules in full.
Ordinary vs Special Resolution
An <strong>ordinary resolution</strong> requires a simple majority (more than 50%) of the votes cast by those entitled to vote. A <strong>special resolution</strong> (defined in s. 9 of the Corporations Act) requires at least <strong>75%</strong> of the votes cast and must be filed with ASIC within 14 days for actions including change of name (s. 157), change of company type (s. 162), amendment of constitution (s. 136), selective share buy-back (s. 257D), and voluntary winding up (s. 491). Notice of a members' meeting at which a special resolution is to be passed must state the resolution's intention to be a special resolution and set out its full text. Misclassifying a resolution can invalidate the underlying action.
ASIC Lodgement and Late-Fee Risk
Many resolutions trigger an ASIC lodgement obligation through Form 484: officeholder appointments and cessations (s. 205B — 28 days), changes to the registered office (s. 142(1A) — 28 days), and changes to the issued share structure (s. 254X — 28 days). Late lodgement attracts a late fee under s. 1351; if more than 28 days late, ASIC will record the change as taking effect on the date of lodgement (not the date of the resolution), which can have downstream consequences for director liability, banking signatures, and statutory notices. All new directors must hold a valid Director ID issued by the Australian Business Registry Services (ABRS) under Part 9.1A — mandatory since 5 April 2022.
Minute Book and Inspection Rights
Section 251A requires every Australian company to keep a minute book recording proceedings and resolutions of directors' and members' meetings, including circulating resolutions, within one (1) month of the resolution being passed. The minute book must be kept at the registered office, the principal place of business in Australia, or such other place in Australia as ASIC has approved. Members have a statutory right of inspection of members' meeting minutes under s. 251B; directors' minutes are not generally open to member inspection but are admissible as evidence of the directors' proceedings under s. 251A(6). Minutes must be retained for at least seven (7) years in accordance with s. 286 (financial records) and good corporate governance practice.
Frequently Asked Questions
Pass Your Next Board or Shareholder Resolution Today
Choose your resolution type, fill in the company details, and produce a Corporations Act-compliant PDF for the minute book in minutes. State-aware, ACN-aware, and ready for ASIC lodgement under Form 484 where required.
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