How do I choose between a Minute and a Resolution?


How do I know whether I need to choose a Minute or Resolution? 


Firstly, it is very important that you understand what a minute and a resolution is. This article provides a general overview and is a good place to start. 

Put simply, minutes are a formal record of a meeting and (general or special) resolutions are the decisions made in a meeting. It is not accurate to see it as minutes "versus" resolutions.

Rather, a company might make a decision via a meeting (which generates minutes) OR a circulating resolution, but this depends on the relevant decision that is being made, the company Constitution and the provisions of the Corporations Act. It is very important to consider the company constitution as it must allow for a circulating resolution to be made instead of a meeting.

A circulating resolution is a document, containing the proposed resolution, which is then circulated to voting parties. All constitutions will permit meetings because the Corporations Act requires it (unless the Act permits otherwise i.e. in the case of sole directors as sole directors cannot have a meeting; member's meetings), but the provision for a circulating resolution of directors is only a replaceable rule - it is found in many constitutions but not all. 


For example, if you want to change the company name there may be two ways to approach this: 

1) minutes (pursuant to a meeting held) which show that a special resolution (i.e. a majority of 75% of votes being in favour of the resolution) has passed, signed by the Chairperson; OR

2) if your company constitution allows for it, then a circulating resolution passed which is signed by all persons entitled to vote, the resolution passing when the last person signs. 


Further Information

An overview of Minutes and Resolutions



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