Directors' Resolution Template Generator

What Is a Directors' Circular Resolution?

A circular resolution (also called a written resolution) allows company directors to make formal decisions without holding a physical board meeting. Under the Corporations Act 2001 (Cth), a resolution signed by all directors who are entitled to vote on the matter is as valid as one passed at a directors' meeting. This mechanism is commonly used for routine governance decisions such as approving financial statements, declaring dividends, appointing officers, or authorising share issues.

Circular resolutions must be documented properly - recording the company details, the resolution text, the date, and each director's vote - and retained as part of the company's minute book. This generator helps you produce a correctly formatted resolution document that can be printed, signed, and filed.

How to use this generator

1. Enter your company name, ACN, and registered address.
2. Select the resolution type - this pre-fills a template you can customise.
3. Add each director and record their vote (For, Against, or Abstain).
4. Set the effective date and add any conditions or notes.
5. Download the resolution as a PDF for signing and filing.

When should you use a circular resolution?

Circular resolutions are ideal for routine matters that do not require discussion - approving annual financial statements, declaring dividends, appointing a new director or secretary, changing the registered office address, or authorising a specific transaction. For complex or contentious matters, a formal board meeting with proper notice and discussion is generally more appropriate.