A Board Resolution Change of Directors is a crucial corporate governance document required whenever there are changes to a company's board composition in Australia. This document is essential for compliance with the Corporations Act 2001 (Cth) and must be prepared when appointing new directors or recording director resignations. It serves multiple purposes: documenting the formal decision-making process, providing evidence for ASIC filings, updating corporate records, and ensuring proper corporate governance. The resolution must contain specific information including meeting details, director information, and effective dates of changes. It's particularly important for maintaining accurate corporate records and demonstrating compliance with regulatory requirements. The document should align with the company's constitution and be preserved as part of the company's official records.
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1. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
2. Attendance: List of directors present and absent, including any observers or company secretary
3. Chairperson: Confirmation of who chaired the meeting
4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Background: Brief context explaining the reason for the changes in directorship
6. Resignations: Details of retiring or resigning directors, including effective dates
7. Appointments: Details of new director appointments, including full names and effective dates
8. ASIC Notifications: Resolution to authorize lodgment of required ASIC forms
9. Closure: Formal closing of the meeting and signature block
1. Acknowledgment of Service: Recognition of retiring directors' service - include when directors are leaving on good terms
2. Special Responsibilities: Assignment of specific roles or committee positions to new directors - include when applicable
3. Regulatory Compliance Confirmation: Confirmation of satisfaction of regulatory requirements - include for listed companies or regulated industries
4. Corporate Governance Updates: Changes to board committees or governance structures - include if restructuring is required
5. Transitional Arrangements: Details of handover periods or transitional arrangements - include when there's a phased changeover
1. Schedule 1 - Director Details: New directors' personal information, qualifications, and consent to act
2. Schedule 2 - Resignation Letters: Copies of formal resignation letters from departing directors
3. Schedule 3 - ASIC Forms: Copies of relevant ASIC forms (Form 484 or other applicable forms)
4. Schedule 4 - Company Constitution Extract: Relevant extracts from company constitution regarding director appointments/removals
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Mining and Resources
Technology
Healthcare
Retail
Manufacturing
Professional Services
Real Estate
Energy
Infrastructure
Education
Telecommunications
Agriculture
Transportation and Logistics
Non-Profit Organizations
Relevant Teams
Legal
Corporate Governance
Compliance
Company Secretariat
Risk Management
Corporate Affairs
Board Administration
Regulatory Affairs
Relevant Roles
Company Secretary
Corporate Governance Manager
Legal Counsel
Board Director
Chief Executive Officer
Compliance Officer
Risk Manager
Corporate Affairs Director
General Counsel
Board Chairman
Chief Legal Officer
Governance and Risk Director
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