---
title: "Prepare a circulating members' resolution for a proprietary company with more than one member"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-members-resolution-for-a-proprietary-company-with"
type: "task"
site: "AI Law Framework"
id: "A1-JU20261022-12"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Prepare a circulating members' resolution for a proprietary company with more than one member

> From the decision the lawyer states and the register of members, prepare a document that sets out the resolution and a statement that the member is in favour of it, with a signature for every member entitled to vote,…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-members-resolution-for-a-proprietary-company-with  
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 and the register of members, prepare a document that sets out the resolution and a statement that the member is in favour of it, with a signature for every member entitled to vote, including each member of a joint membership. Do not treat it as passed. |
| What the lawyer must review | The lawyer confirms the company is a proprietary company with more than one member, that the resolution is one this section can be used for, and settles the words. |
| Written for / versions | 1 jurisdiction versions below |

## Checking plan

**Source-by-source verification**

All members entitled to vote sign identical wording. The resolution is passed when the last member signs.

- What the AI does: From the decision the lawyer states and the register of members, prepare a document that sets out the resolution and a statement that the member is in favour of it, with a signature for every member entitled to vote, including each member of a joint membership. Do not treat it as passed.
- What the lawyer does: The lawyer confirms the company is a proprietary company with more than one member, that the resolution is one this section can be used for, and settles the words.
- 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. The section applies to resolutions of the members of a proprietary company that the Act or the constitution requires or permits to be passed at a general meeting. It does not apply to a resolution under section 329 to remove an auditor.
2. All the members entitled to vote must sign a document containing a statement that they are in favour of the resolution set out in the document. Each member of a joint membership must sign.
3. Separate copies may be used only if the wording of the resolution and the statement is identical. The resolution is passed when the last member signs.
4. Information or a document that would have accompanied a notice of meeting is given with the document to be signed. Passage is 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 249A](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s249a.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)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-circulating-members-resolution-for-a-proprietary-company-with/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.*