Other · Commercial & Corporate Advisory
Directors' circulating resolution and minutes of directors' meeting
Linked templates for an Australian company: a directors' circulating resolution under s 248A and minutes of a directors' meeting, with prompts for interests, quorum, execution and the s 251A minute-book steps.
- Kind
- Other. A precedent that fits none of the other kinds.
- Where it applies
- Australia
- AI use
- Yellow AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at
- 17 October 2026
- Status
- Maintained. Checked against the cited sources on 17 October 2026.
- Version
- 1
- Source
- Written for this library
When to use it
Use for routine and transactional board decisions of a company registered under the Corporations Act 2001 (Cth). Check the constitution first, because it can displace the replaceable rules. Do not use for members' resolutions, and use the s 248B form for a proprietary company with a single director.
How AI may be used
AI may draft resolutions and minutes from the agenda, papers and meeting notes. A lawyer or company secretary checks the constitution, quorum, interests and that the record matches what actually happened.
AI may
- Populate the resolution and minute templates from the agenda, board papers and term sheet
- List decisions in the papers that still need a recorded vote, an interest disclosure or an execution step
- Cross-check company names, ACNs, dates and document titles against the ASIC extract and the transaction documents
AI must not
- Must not record attendance, declarations of interest, discussion or votes that are not in the notes of the meeting
- Must not decide whether a director's interest is a material personal interest or whether a director may vote
- Must not process confidential board papers in a tool whose terms allow training on inputs or retention outside the firm’s approved environment
The lawyer checks
- Constitution and any shareholders’ agreement checked for notice, quorum, casting vote and written resolution rules
- Every director entitled to vote has signed the circulating resolution, and conflicted directors of a public company are excluded unless s 195(2) or (3) applies
- Execution method matches s 127 or the constitution, and minutes are signed by the chair within a reasonable time
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is for signed-in accounts. It is free. When you sign in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
More in Commercial & Corporate Advisory
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- Board paper and resolution approving adoption of an AI system (risk, accountability, monitoring)
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