Corporate and M&A

By: Tony Stumm

A circular resolution is a documented resolution which is signed by a company’s directors, with wording to signify they are in favour of the resolution. Typically, companies which have a constitution will have a rule enabling them to use a circular resolution as a substitute for a resolution passed at a convened director’s meeting. Companies which do not have a constitution or circular resolution procedures in their constitution can rely on s 248A of the Corporations Act 2001 (Cth) (a replaceable rule) to empower the Board to utilise the circular resolution procedure.

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