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Board Resolution Change Of Directors for Australia

Board Resolution Change Of Directors Template for Australia

A Board Resolution for Change of Directors is a formal document that records the decisions made by a company's board regarding changes to its directorship. Under Australian corporate law, specifically the Corporations Act 2001 (Cth), this document serves as official evidence of director appointments and resignations. It must comply with ASIC requirements and the company's constitution, containing specific details about the meeting, the decisions made, and the effective dates of changes. The resolution forms part of the company's official records and is used to support regulatory filings and updates to the company register.

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Board Resolution Change Of Directors

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What is a Board Resolution Change Of Directors?

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.

What sections should be included in a Board Resolution Change Of Directors?

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

What sections are optional to include in a Board Resolution Change Of Directors?

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

What schedules should be included in a Board Resolution Change Of Directors?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
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

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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