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Company Name: (Company) ACN: CIRCULAR RESOLUTION OF MEMBERS under section 249A of the Corporations Act 2001 (Cth) Subject Matter: 1. It was noted that: 2. Resolution: We, being all of the members.

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It may so happen that at times there is some urgency for passing of resolutions but it may not be possible for the directors to gather for the meeting or it may not be possible to wait till the approval of the item until the next meeting. In such cases we can pass by resolution by circulation.

Ordinary resolution is a resolution passed by simple majority of votes. As provided in sub-section (1) of section 114, a resolution shall be an ordinary resolution if notice of such resolution is duly given and the votes cast in favour of the resolution exceed the votes cast against the resolution, if any.

Directors shall signify their assent or dissent by signing the Resolution to be passed by circulation or by e-mail or any other electronic means. Directors shall append the date on which they have signed the Resolution.

What is a Circulating Resolution? A circulating resolution is a written document setting out a proposed resolution of a company, and if it is signed by all those who are entitled to vote, then such resolution is passed (without having held a meeting).

Passing a special resolution without holding a meeting The resolution is considered as 'passed' when the last member signs (i.e. 100% of voting members agree to pass the resolution.)

Directors shall signify their assent or dissent by signing the resolution to be passed by circulation or by any electronic means. If the approval of the majority of directors is not received on the last date specified for the receipt of such approval, the resolution shall be considered as not passed.

A circular resolution is a documented resolution which is signed by a company's directors, with wording to signify they are in favour of the resolution.

A resolution need not be passed only at a meeting. A private company may resolve anything in writing too. (There is one exception: to remove a director or auditor before the end of their term of office). A meeting is not required and no prior notice is necessary.

Sub-Clauses. Resolution without meeting. (a) A resolution of the Board which is in writing and signed by all of the Directors who are entitled to vote (Circular Resolution) will be as valid and effective as if it had been passed at a meeting of the Board properly convened and held.

Therefore, the law allows private companies (but not public companies) to pass resolutions via written resolutions. This method does not require the directors to convene a general meeting, saving the company time and money.

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© Copyright 1997-2025
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3720 Flowood Dr, Flowood, Mississippi 39232
Form Packages
Adoption
Bankruptcy
Contractors
Divorce
Home Sales
Employment
Identity Theft
Incorporation
Landlord Tenant
Living Trust
Name Change
Personal Planning
Small Business
Wills & Estates
Packages A-Z
Form Categories
Affidavits
Bankruptcy
Bill of Sale
Corporate - LLC
Divorce
Employment
Identity Theft
Internet Technology
Landlord Tenant
Living Wills
Name Change
Power of Attorney
Real Estate
Small Estates
Wills
All Forms
Forms A-Z
Form Library
Customer Service
Terms of Service
DMCA Policy
About Us
Blog
Affiliates
Contact Us
Privacy Notice
Delete My Account
Site Map
All Forms
Search all Forms
Industries
Forms in Spanish
Localized Forms
Legal Guides
Real Estate Handbook
All Guides
Prepared for You
Notarize
Incorporation services
Our Customers
For Consumers
For Small Business
For Attorneys
Our Sites
US Legal Forms
USLegal
FormsPass
pdfFiller
signNow
airSlate workflows
DocHub
Instapage
Social Media
Call us now toll free:
1-877-389-0141
As seen in:
  • USA Today logo picture
  • CBC News logo picture
  • LA Times logo picture
  • The Washington Post logo picture
  • AP logo picture
  • Forbes logo picture
© Copyright 1997-2025
airSlate Legal Forms, Inc.
3720 Flowood Dr, Flowood, Mississippi 39232