A Members Written Resolution is a crucial corporate governance tool in Australian business law that enables company members to make decisions without the need for a physical meeting. This document type is particularly useful when urgent decisions are required or when organizing a physical meeting would be impractical or unnecessary. The resolution must comply with the Corporations Act 2001 and any relevant state legislation, as well as the company's constitution. It typically includes details of the resolution being proposed, voting requirements, member information, and execution blocks. The document can be used for various purposes, from approving financial statements to authorizing major corporate transactions, making it an essential instrument for efficient corporate decision-making. Members Written Resolutions can be either ordinary (requiring 50% approval) or special (requiring 75% approval), depending on the nature of the decision being made.
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1. Company Details: Full legal name of the company, ACN, and registered office address
2. Date: The date of the written resolution
3. Type of Resolution: Specification of whether it is an ordinary or special resolution
4. Resolution Text: Clear and precise wording of the resolution(s) being proposed
5. Voting Requirements: Statement of the majority required for the resolution to pass
6. Declaration: Statement that the members are in favor of the resolution
7. Execution Block: Space for members' signatures, dates, and details
1. Recitals: Background information explaining the context and reason for the resolution - used when the resolution requires contextual explanation
2. Notice Requirements: Statement about notice requirements being met or waived - used when required by company constitution
3. Quorum Statement: Confirmation that quorum requirements are met - used for certain types of resolutions where quorum is relevant
4. Related Party Interest Declarations: Declarations of any relevant interests - used when the resolution involves related party transactions
5. Chairperson's Declaration: Declaration by the chairperson - used when required by company constitution or for formal record-keeping
1. Supporting Documents: Copies of relevant documents referenced in the resolution
2. Member Details: List of all members and their shareholdings/voting rights when multiple members are involved
3. Terms Sheet: Detailed terms of any transaction or arrangement being approved
4. Certificate of Circulating Resolution: Formal certificate confirming the passing of the resolution - required for filing purposes
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