Execution of Documents (Director Approvals Package)
This do-it-yourself document generator makes it easy to create custom written resolutions or minutes of a board meeting to approve the execution of documents by your company.
How does it work?
Our intuitive tool will guide you through the process step-by-step from start to finish. It’s quick, easy and simple to understand – just how legal documents ought to be.
The expert interview wizard will help you answer a few questions and prepare your document in the background. You’ll have your custom Director Approval of Execution of Documents in 10 minutes or less.
When you’re done, print or downloada PDF versions for you to review, customise or sign.
What is a Director Approval of Execution of Documents?
A Director Approval of Execution of Documents gives authorised signing authorities the right to sign specified company documents. It covers the legal requirements for directors in the execution of contracts and more.
When should I use a Director Approval of Execution of Documents?
The Corporations Act 2001 (Cth) requires that companies execute documents in one of 5 ways:
- By affixing the common seal;
- By the company officers without a common seal;
- By an agent;
- By an attorney;
- By an alternative method in the company’s constitution.
The company constitution may require the board of directors to pass a resolution authorising any of those methods.
What topics does a Director Approval of Execution of Documents cover?
- Documents to be executed
- Authorisation for execution
- Approval of further action
- Disclosure of interests
- Boilerplate language
What are the main decisions I need to make in creating a Director Approval of Execution of Documents?
- Check your constitution or shareholders’ agreement, if applicable, to see if written director resolutions are precluded. If so, the system will advise you to pass these resolutions via a board meeting. If you are unsure about whether anything precludes written director resolutions, please contact us for legal advice.
- In order to use a written resolution, every director who is entitled to vote on these resolutions will need to sign. If one is not available, you will need to pass these resolutions via a board meeting.
- You will need to decide whether the Power of Attorney authorises attorneys with regard to all documents in a particular transaction, or to limit the scope by listing specific documents they have authorisation for, or both.
What other names does a Director Approval of Execution of Documents go by?
A Director Approval of Execution of Documents is also known as:
- Minutes of a Meeting of the Directors
- Written Resolutions of the Directors
- Board Resolution
- Director Approval Resolutions
Frequently Asked Questions
The parties involved are the directors with voting power.
Generally you would need this document when your company constitution requires it in order to comply with the Corporations Act.
Yes. Section 248B allows single director proprietary companies can pass a resolution by recording and singing it
Yes. Section 248D allows directors to use any technology to call and hold the meeting as long as all other directors consent to it. Please note that if any directors opt to use technology, they must have all the documents available to be properly informed to make decisions.
- Number of directors and how many of them are entitled to vote on the resolutions. Note that if any directors have a personal interest in the execution of these documents, they may not be entitled to vote. Please contact us for legal advice about this.
- If a board meeting is necessary, you will need the time, date and location of the meeting, as well as the names of the directors who will be present and voting.
- If applicable, you can attach completed forms of the specific documents the attorneys will have authority over. If none are attached, the directors will be authorised to execute the documents with whatever further changes they consider necessary or desirable.
- Sections 191 and 194 requires that any director with a material personal interest in any of the transactions covered by the resolutions must disclose their interest to the other directors, unless certain exemptions apply. A director that gives notice of those interests will be permitted to vote on the resolutions unless precluded by the company’s constitution.
- Section 208 prevents public companies, or a private company controlled by a public company, from giving financial benefit to a ‘related party’ of the public company without approval of the public company’s shareholders, unless certain exemptions apply. Directors are ‘related parties’ of the public company for these purposes.
There are several signing options available. How you sign largely depends on where the parties are located and if they will attend signing together. You can print on paper and sign, or use electronic signature tools such as Docusign or Hellosign.
If you need any assistance please contact us directly, we would be happy to assist.
If you have any questions or are uncertain about any aspect of the document please do not sign it or use it, Please contact us directly and we would be happy to assist.
Absolutely! Get in touch with us and we can provide a fixed-fee price to review it.
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