Prepare a circulating directors' resolution for a company with more than one director
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the decision the lawyer states, prepare a document that sets out the resolution and a statement that the director is in favour of it, with a signature block for every director entitled to vote. Note that separate copies must use identical wording. Do not treat the document as passed.
- What the lawyer must review
- The lawyer confirms the replaceable rule applies, settles the words of the resolution, and decides when the last signature has been received.
- Written for / version
- US
Open a jurisdiction version of this task to see which instruments apply: US
Who does what
| Role | What they do |
|---|---|
| Assistance | Do not begin AI assistance until the responsible lawyer has defined and confirmed its permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Confirm the replaceable rule applies. A constitution can displace or modify it. It does not apply to a proprietary company while the same person is both its sole director and its sole shareholder. A failure to comply with a replaceable rule is not of itself a contravention of the Act.
- All the directors entitled to vote must sign a document containing a statement that they are in favour of the resolution set out in the document.
- Separate copies may be used only if the wording of the resolution and the statement is identical in each copy.
- The resolution is passed when the last director signs. Passage must be recorded in the minute books.
Sources
- Corporations Act 2001 (Cth) s 248A · 2026-10-22
- Corporations Act 2001 (Cth) s 251A · 2026-10-22
- Corporations Act 2001 (Cth) s 135 · 2026-10-22
These are suggested working checks. Confirm the required checking with the responsible lawyer before work starts; the checking approach does not establish permission to use AI.