Other · Mergers & Acquisitions / Private Equity
Directors' circulating resolution approving a share sale
A circulating resolution for the directors of a proprietary company to approve entry into a share sale, and a short form for a sole director. It does not itself sign the sale agreement.
- Kind
- Other. A precedent that fits none of the other kinds.
- Where it applies
- Australia
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 3 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use when the board of a buyer or a corporate vendor approves a share sale without holding a meeting. Check the constitution first: section 248A is a replaceable rule and may have been displaced.
Used for these tasks
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may prepare the resolution from the term sheet and the constitution extract; the lawyer checks that every director entitled to vote signs identical wording, and that the sale agreement is executed separately under section 127.
AI may
- Insert the transaction description, the document titles and the names of directors entitled to vote
- Flag a constitution clause that replaces section 248A, if the extract is in the data room
- List the section 127 signatories separately from the directors who approve the transaction
AI must not
- Must not treat the resolution as execution of the sale agreement
- Must not drop a director who is entitled to vote, or change the wording between counterparts
- Must not decide that a director with an interest may vote
The lawyer checks
- The constitution adopts section 248A or sets out its own circulating-resolution rule, and that rule is followed
- Every director entitled to vote signs a document whose resolution and statement are identical, or the sole director records and signs under section 248B
- The resolution is passed only when the last director signs, and it is recorded in the minute book
- The sale agreement is executed in the way section 127 states, or under a power of attorney the lawyer has reviewed
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
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