Back to KnowledgeBase

Why do your resolutions require all directors/members to sign them?

S.248A of the Corporations Act 2001 allows companies with more than one director to pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document (also called "circulating resolutions").

S.248B also effectively requires resolutions of sole director companies to be made by written resolution (since it would be a bit weird to require a sole director to make decisions about the company in a meeting with him (or her) self).

Since the requirements for holding a meeting (such as sending out notice of the meeting) and for proving the meeting took place are more difficult than simply having all of the directors sign the resolution, all of our resolutions are simply written resolutions, required to be signed by all of the directors (instead of "Minutes of a meeting"). Note that, if your company still wants to hold directors' meetings (e.g., if one of the directors refuses to sign the resolution), the company can still hold a meeting and set out any resolutions made in that meeting in minutes of the meeting.