THE CORPORATIONS LAW

CHAPTER 2G - MEETINGS

View history reference
 View history note

PART 2G.2 - MEETINGS OF MEMBERS OF COMPANIES

Division 1 - Resolutions without meetings

SECTION 249A   CIRCULATING RESOLUTIONS OF PROPRIETARY COMPANIES WITH MORE THAN 1 MEMBER  

View history reference

249A(1)  (Application of section)  

This section applies to resolutions of the members of proprietary companies that this Law 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.

 View history note

249A(2)  (Resolution without general meeting)  

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.

 View history note

249A(3)  (More than one copy)  

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.

 View history note

249A(4)  (When resolution passed)  

The resolution is passed when the last member signs.

 View history note

249A(5)  (Notification and lodgment)  

A company that passes a resolution under this section without holding a meeting satisfies any requirement in this Law:

(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

View history reference

(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).

 View history note

249A(6)  (Satisfaction of requirements)  

The passage of the resolution satisfies any requirement in this Law, or a company's constitution (if any), that the resolution be passed at a general meeting.

 View history note

249A(7)  [Scope of section]  

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).

 View history note

 

Disclaimer and notice of copyright applicable to materials provided by CCH Australia Limited

CCH Australia Limited ("CCH") believes that all information which it has provided in this site is accurate and reliable, but gives no warranty of accuracy or reliability of such information to the reader or any third party. The information provided by CCH is not legal or professional advice. To the extent permitted by law, no responsibility for damages or loss arising in any way out of or in connection with or incidental to any errors or omissions in any information provided is accepted by CCH or by persons involved in the preparation and provision of the information, whether arising from negligence or otherwise, from the use of or results obtained from information supplied by CCH.

The information provided by CCH includes history notes and other value-added features which are subject to CCH copyright. No CCH material may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy for your personal use only, provided you keep intact all copyright and other proprietary notices. In particular, the reproduction of any part of the information for sale or incorporation in any product intended for sale is prohibited without CCH's prior consent.