Can Quillio draft directors' resolutions?
Yes. I draft directors' resolutions for a full range of Corporations Act 2001 (Cth) matters — share issues under section 254A, dividend declarations under section 254T, officer appointments, intra-group loans, and related party benefits. I draft both circular resolutions (under the company's constitution) and meeting resolutions.
Resolution types I handle
Share issues, share buy-backs, dividend declarations (including solvency declarations), officer appointments and resignations, director rotation, bank facility approvals, intra-group transactions, related party benefits under Chapter 2E, and approvals of material contracts.
Circular vs meeting
Circular resolutions must be permitted by the constitution and usually require unanimous consent under section 248A. I draft the resolution together with the correct signing block, and I flag when the constitution requires a meeting instead.
Attachments and exhibits
Resolutions often reference agreements or reports. I draft the attachment list and flag what should be annexed to the minute (for example, a solvency statement for a share buy-back, a valuation for a related party benefit).
Step-by-step
- Tell me the resolution type. Share issue, dividend, appointment, and so on.
- Provide the commercial terms. Number of shares, price, dividend amount, appointee name, etc.
- Identify the constitution. If the constitution has specific quorum or signing rules, upload it.
- Review and sign. I draft the resolution. Directors review and sign.
Common issues
- Dividend resolutions under section 254T require a solvency assessment — I include the solvency declaration
- Related party benefits under Chapter 2E usually need member approval — I flag when a resolution alone is not enough
- Circular resolutions need unanimity unless the constitution says otherwise — I prompt for the constitution
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