Corporations Act 2001
This section applies to resolutions of the members of proprietary companies that this Act or, if a company has a constitution, the company ' s constitution requires or permits to be passed at a general meeting. It does not apply to a resolution under section 329 to remove an auditor. 249A(2)
A company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Each member of a joint membership must sign. 249A(3)
Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy. 249A(4)
The resolution is passed when the last member signs. 249A(5)
A company that passes a resolution under this section without holding a meeting satisfies any requirement in this Act:
(a) to give members information or a document relating to the resolution - by giving members that information or document with the document to be signed; and
(b) to lodge with ASIC a copy of a notice of meeting to consider the resolution - by lodging a copy of the document to be signed by members; and
(c) to lodge a copy of a document that accompanies a notice of meeting to consider the resolution - by lodging a copy of the information or documents referred to in paragraph (a).
[ CCH Note: S 249A(5) will be amended by No 69 of 2020, s 3, Sch 1, by inserting " or the Registrar " after " ASIC " in para (b) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
The passage of the resolution satisfies any requirement in this Act, or a company ' s constitution (if any), that the resolution be passed at a general meeting. 249A(7)
This section does not affect any rule of law relating to the assent of members not given at a general meeting.
Note 1: A body corporate representative may sign a circulating resolution (see section 250D ).
Note 2: Passage of a resolution under this section must be recorded in the company ' s minute books (see section 251A ).