---
title: "Prepare the signed record of a resolution for a proprietary company with only one director"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-signed-record-of-a-resolution-for-a-proprietary-company-with"
type: "task"
site: "AI Law Framework"
id: "A1-JU20261022-18"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Prepare the signed record of a resolution for a proprietary company with only one director

> From the decision the lawyer states, prepare a record for the sole director to sign, and mark whether it is a resolution or a declaration. Do not treat it as passed or made.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-signed-record-of-a-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, prepare a record for the sole director to sign, and mark whether it is a resolution or a declaration. Do not treat it as passed or made. |
| What the lawyer must review | The lawyer confirms the company is a proprietary company with only one director, and settles the record. |
| Written for / versions | 1 jurisdiction versions below |

## Checking plan

**Source-by-source verification**

The sole director records and signs the resolution or the declaration. Signing the declaration satisfies a requirement that it be made at a directors' meeting.

- What the AI does: From the decision the lawyer states, prepare a record for the sole director to sign, and mark whether it is a resolution or a declaration. Do not treat it as passed or made.
- What the lawyer does: The lawyer confirms the company is a proprietary company with only one director, and settles the record.
- 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 director of a proprietary company that has only one director may pass a resolution by recording it and signing the record.
2. That director may make a declaration by recording it and signing the record. Recording and signing the declaration satisfies any requirement in the Act that the declaration be made at a directors' meeting.
3. The section's note points to sections 295 and 494 for directors' declarations. Those sections were not opened. The note also says passage of the resolution or the making of the declaration must be recorded in the minute books.
4. The lawyer confirms there is only one director. The record is not treated as passed or made until that director has signed.

## 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 248B](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s248b.html) (checked 2026-10-22)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-signed-record-of-a-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.*