A Unanimous Board Resolution is a crucial corporate governance document used in Australian business operations to formally record decisions made with the unanimous consent of all company directors. This document type is specifically recognized under the Corporations Act 2001 and is commonly used when boards need to make decisions without holding a physical meeting, or when documenting important corporate actions that require formal board approval. The resolution can cover various matters including but not limited to financial decisions, appointment of officers, approval of contracts, or strategic business decisions. It must contain specific information about the company, directors, and the resolution itself, and requires proper execution to be legally valid. The document serves as official evidence of board decisions and helps protect both the company and its directors by demonstrating proper corporate governance and decision-making processes.
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1. Company Information: Full legal name of the company, ACN, and registered office address
2. Date and Time: Date when the resolution is made/circulated
3. Present Directors: List of all current directors of the company who are participating in the resolution
4. Quorum: Confirmation that the directors constitute a quorum as per the company constitution
5. Background/Context: Brief explanation of the matter requiring board resolution
6. Declaration of Interests: Statement regarding any directors' interests in the subject matter of the resolution
7. Resolution: Clear and specific wording of the actual resolution(s) being passed
8. Confirmation of Passage: Statement confirming unanimous agreement of all directors
9. Execution Block: Space for directors' signatures and dates
1. Corporate Seal: Section for affixing company seal - optional unless required by company constitution
2. Chairperson Certificate: Additional certification by the chairperson - used for more formal or significant resolutions
3. Recitals: Detailed background information - used when the resolution requires extensive context
4. Authority to Execute: Specific authorization for certain individuals to execute documents - used when resolution approves specific transactions
5. Conditions Precedent: Any conditions that must be met before the resolution takes effect - used for complex transactions
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements)
2. Certificate of Directors: Separate certificate confirming directors' approval - used for bank or regulatory purposes
3. Company Extract: Current ASIC company extract showing director details - used for verification purposes
4. Related Party Details: If resolution involves related party transactions, details of relationships and interests
5. Financial Information: Any relevant financial documents referenced in the resolution
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Mining and Resources
Technology
Healthcare
Retail
Manufacturing
Professional Services
Real Estate
Education
Non-Profit
Telecommunications
Energy
Agriculture
Construction
Transport and Logistics
Relevant Teams
Legal
Corporate Governance
Board Support
Company Secretariat
Compliance
Risk Management
Executive Office
Administrative Support
Corporate Affairs
Relevant Roles
Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Managing Director
Board Chairman
Non-Executive Director
Corporate Counsel
General Counsel
Legal Officer
Compliance Officer
Corporate Governance Manager
Risk Manager
Board Administrator
Executive Assistant to Board
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