---
title: "Prepare a circulating directors' resolution for a company with more than one director"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-directors-resolution-for-a-company-with-more-than"
type: "task"
site: "AI Law Framework"
id: "A1-JU20261022-7"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Prepare a circulating directors' resolution for a company with more than one director

> 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.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-directors-resolution-for-a-company-with-more-than  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 / versions | 1 jurisdiction versions below |

## Checking plan

**Source-by-source verification**

Use identical wording on every copy, and treat the resolution as passed only when the last director signs.

- What the AI does: 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 does: The lawyer confirms the replaceable rule applies, settles the words of the resolution, and decides when the last signature has been received.
- Who reviews: Responsible lawyer with competence in the matter
- Basis: Practical workflow informed by the linked primary sources; the traffic light and working checks are editorial guidance, not a court classification.
- Why: The level reflects what the work is, the consequence of an error, and how much of the output the lawyer must independently re-derive.

## Checks the lawyer makes

1. 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.
2. 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.
3. Separate copies may be used only if the wording of the resolution and the statement is identical in each copy.
4. The resolution is passed when the last director signs. Passage must be recorded in the minute books.

## Notes

- 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.

## Sources

- [Corporations Act 2001 (Cth) s 248A](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s248a.html) (checked 2026-10-22)
- [Corporations Act 2001 (Cth) s 251A](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s251a.html) (checked 2026-10-22)
- [Corporations Act 2001 (Cth) s 135](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s135.html) (checked 2026-10-22)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-directors-resolution-for-a-company-with-more-than/united-states.md) | Yellow |

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*