A Directors’ Resolution, also known as a board resolution, is a document that records decisions made by a company’s board of directors. The document can be used during a meeting or in lieu of a meeting. Directors’ Resolutions must follow any rules in the Company Constitution.

Using LawDepot’s Board of Directors’ Resolution template helps create a legal record of any official actions taken by a company’s directors. Resolutions are stored in a company’s minute book, along with other essential corporate documents. 

In Australia, directors can record decisions using ordinary and special resolutions. Our template is suitable for creating both these types of resolutions. 

In Australia, boards should use Directors’ Resolutions to ensure their company is legally compliant and following good corporate governance. Under the Corporations Act 2001, directors must document resolutions and store them in the company’s minute book. 

In addition, Directors’ Resolutions enable boards to make decisions and manage their company even when they can’t have physical, formal meetings. We’ll explore this idea further in the next section.

There are two ways companies can use a Directors’ Resolution: to record a decision made at a directors meeting or pass a resolution without a meeting. Let’s break it down. 

1. During a physical or remote meeting

Typically, a company’s board of directors holds meetings to govern the company. Any regulations around directors’ meetings will usually be outlined in the Company Constitution. 

If your board is holding a physical meeting, LawDepot’s template allows you to enter all relevant meeting details, including where and when the meeting will be held, who will run it (i.e., the chairperson of the board), and who will serve as the meeting’s secretary. 

Once the meeting has been completed and all necessary decisions have been approved, the resolution will be signed by the company’s directors, chairperson, or secretary, which makes the decisions official. 

Alternatively, during meetings, directors can record decisions (i.e., resolutions) directly in the Meeting Minutes. In this case, a director puts forward a “motion” that is put to a vote. If a sufficient number of directors vote in favour of the motion, then it passes as a resolution and is recorded in the minutes rather than a separate Directors’ Resolution document. 

2. In lieu of a meeting

Sometimes, holding meetings can be difficult, especially if several directors live in different cities or have busy schedules. 

With LawDepot’s template, you can use a written Directors’ Resolution to document decisions in lieu of a physical meeting. In Australia, resolutions that are passed without a physical meeting are called circulating resolutions or “resolutions in writing.” 

Simply generate the resolution using our questionnaire and send it to each of the company’s directors. Once the document has been signed by all parties, the decision is officially made.

Using a Director’s Resolution can also be beneficial for smaller companies with only one director. A singular director doesn’t hold meetings by themselves to pass resolutions. However, they still need to record their decisions to practice good corporate governance. Therefore, a Directors’ Resolution can be helpful.

Your board of directors can use our Directors’ Resolution template to record a variety of corporate decisions, including but not limited to:

• Appointing an officer
• Approving a loan
• Entering into a contract
• Purchasing or selling a corporate asset

Additionally, your board may choose to write their own resolution for other director-approved decisions, including:

• Approving financial statements
• Nominating directors or officers

When using our board resolution template, there are four main components you must include: 

If a board of directors is using a written resolution in lieu of a meeting, then all directors must sign the resolution in order for the decisions to be official.

However, if your board of directors uses a Directors’ Resolution at an official meeting, then only the secretary and/or the chairperson may be required to sign the document. Ultimately, your Company Constitution should dictate specific regulations, specifically quorum requirements or proxy voting rules.