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Unanimous Written Consent for Australia

Unanimous Written Consent Template for Australia

A Unanimous Written Consent is a formal document used in Australian corporate governance that enables directors or shareholders to make decisions without holding a physical meeting. This document, governed by the Corporations Act 2001 (Cth) and relevant state legislation, serves as an official record of corporate decisions made with the agreement of all eligible voters. It provides a streamlined alternative to traditional meeting procedures while maintaining legal validity and corporate governance requirements under Australian law.

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Unanimous Written Consent

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What is a Unanimous Written Consent?

The Unanimous Written Consent is a crucial corporate governance tool in Australian business practice, designed to facilitate efficient decision-making while maintaining proper corporate documentation. This document type is particularly valuable when immediate action is required or when gathering all parties for a physical meeting is impractical. It must comply with the Corporations Act 2001 (Cth) and any applicable state legislation, as well as the company's constitution. The document typically includes detailed identification of the company, clear articulation of the resolutions being approved, and formal execution by all relevant parties. It's commonly used for routine corporate matters, significant business decisions, or time-sensitive issues requiring prompt action. The Unanimous Written Consent carries the same legal weight as decisions made in formal meetings, provided all required parties have properly executed the document.

What sections should be included in a Unanimous Written Consent?

1. Company Identification: Full legal name of the company, ACN, and registered office address

2. Date: The effective date of the written consent

3. Capacity Statement: Statement clarifying whether the consent is given by directors or shareholders

4. Authority Reference: Reference to relevant authority under the Corporations Act 2001 and company constitution allowing for written consent

5. Recitals: Background information explaining the context and purpose of the resolutions

6. Resolutions: Clear, numbered statements of each resolution being approved

7. Declaration of Interest: Statement regarding any directors' interests in the matter (if applicable)

8. Confirmation of Unanimity: Statement confirming that all directors/shareholders have agreed to the resolutions

9. Execution Block: Signature blocks for all directors/shareholders with full names and dates

What sections are optional to include in a Unanimous Written Consent?

1. Waiver of Notice: Include when formal notice requirements are being waived

2. Prior Actions Ratification: Include when ratifying actions that have already been taken

3. Delegation of Authority: Include when specific powers are being delegated to officers or agents

4. Effective Time: Include when the resolution needs to take effect at a specific time different from the execution date

5. Conditional Approval: Include when the approval is subject to certain conditions being met

What schedules should be included in a Unanimous Written Consent?

1. Schedule A - Resolution Details: Detailed description of complex resolutions or corporate actions being approved

2. Schedule B - Supporting Documents: List of relevant supporting documents referenced in the resolutions

3. Appendix 1 - Evidence of Authority: Copies of relevant constitutional provisions or powers of attorney

4. Appendix 2 - Related Agreements: Copies of any agreements or documents being approved through the resolution

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

tiktok˰

Document Type

Consent Form

Sector

Cost

Free to use
Relevant legal definitions



















Clauses


















Relevant Industries

Financial Services

Professional Services

Healthcare

Technology

Manufacturing

Real Estate

Mining and Resources

Retail

Construction

Education

Non-Profit Organizations

Transportation and Logistics

Energy and Utilities

Agriculture

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Executive Office

Risk Management

Corporate Affairs

Administrative Services

Company Secretariat

Relevant Roles

Chief Executive Officer

Company Director

Managing Director

Company Secretary

Corporate Counsel

Legal Counsel

Board Chairman

Chief Financial Officer

Chief Operating Officer

Compliance Officer

Corporate Governance Manager

Board Member

Executive Director

Non-Executive Director

General Counsel

Legal 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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