Passing board resolutions without a meeting

Not every decision needs a meeting. The Corporations Act lets directors and members pass resolutions in writing, by signing a document instead of gathering in person. This suits routine, urgent, or administrative decisions where a meeting would add delay without adding value. The trick is choosing the right instrument, because directors, members, and single-member companies each have their own section.

Directors circular resolutions: section 248A

Section 248A lets the directors of a company pass a resolution without a meeting if all the directors entitled to vote on the resolution sign a document, or copies of a document, containing a statement that they are in favour of it. A director who is excluded from voting on the matter, such as a public company director excluded under section 195, is not entitled to vote and does not sign. The resolution takes effect on the date the last required signature is given. This is the instrument the board uses for decisions within its own power.

Members resolutions for proprietary companies: section 249A

Some decisions are reserved to members, not directors, such as adopting or amending a constitution. Section 249A lets a proprietary company, other than a single-member company, pass a members resolution without a meeting if all the members entitled to vote on the resolution sign a document stating they are in favour of it. Section 249A requires unanimity among those entitled to vote, so it works best in closely held companies where the members are few and known.

Single-member companies: section 249B

A company with only one member does not use section 249A. Under section 249B, the single member passes a resolution by recording it and signing the record. This keeps the process simple for a sole member while still producing a written record of the decision.

Public companies and members resolutions

A point worth knowing is that public companies do not have a members circulating resolution mechanism in the way proprietary companies do under section 249A. A public company that needs a members resolution generally holds a members meeting. This is one of the practical differences that flows from the company type, and it is why choosing the right instrument starts with knowing what kind of company you are dealing with.

Choosing the right instrument

The choice follows two questions: who must decide, the directors or the members, and what kind of company is it. A board decision in any company uses section 248A. A members decision in a proprietary company with more than one member uses section 249A. A members decision in a single-member company uses section 249B. Getting this right matters, because a resolution passed under the wrong instrument may not be valid.

Good practice

Confirm who is entitled to vote before circulating, because section 248A and section 249A both require all of them to sign. Word the resolution so it stands on its own. Record the date each person signs, note that the resolution takes effect on the last required signature, and file the signed document with the records or in the minute book.

How Quorum helps

Quorum reads the entity type and the matter, so it offers the right instrument: a section 248A directors resolution, a section 249A members resolution, or a section 249B single-member resolution. It identifies who is entitled to vote, excludes a conflicted director where required, routes the document for signature, records who has signed, and files the result. This helps you comply and supports your obligations. The company, its directors, and its members remain responsible for compliance.

Part of the Cohiva platform

Quorum is part of the Cohiva platform. Learn more at [www.cohiva.com](https://www.cohiva.com). [Cohiva Sign](https://www.cohiva.com) provides e-signatures on board and members resolutions, so a signed circular resolution flows straight back into the record.