Directors circular resolution template (s248A)
A circular resolution, also called a written resolution, lets directors decide a matter without meeting in person. Section 248A of the Corporations Act provides that directors may pass a resolution without a meeting if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of it. It suits routine or time sensitive decisions where a meeting is not practical.
When a board uses it
Boards use circular resolutions for decisions that are clear cut, urgent, or administrative, where convening a meeting would add delay without adding value. Common examples include opening a bank account, approving a routine contract within delegated limits, or formalising a decision already discussed. Matters that need debate are better taken at a meeting where directors can test the recommendation together.
How section 248A works
The resolution passes when all directors entitled to vote on it sign. A director who has been excluded from voting on a matter, for example a public company director excluded under section 195 because of a material personal interest, is not entitled to vote and does not sign. The resolution takes effect on the date the last required signature is given. Directors can sign copies of the same document, which makes the process workable across locations.
Key fields in the template
- Company name and ACN - A heading identifying it as a directors circular resolution under section 248A - The resolution, worded clearly and completely - A statement that the signing directors are in favour of the resolution - A signature block for each director entitled to vote, with the date of signing - A note that the resolution takes effect on the date of the last required signature
A sample structure
Circular resolution of the directors of [Company] under section 248A of the Corporations Act 2001.
The undersigned, being all the directors entitled to vote on the resolution, state that they are in favour of the following resolution:
"That [resolution]."
Signed:
[Director name], date
[Director name], date
Good practice
Check who is entitled to vote before circulating, and leave a conflicted director out where the entity type requires it. Set out the resolution clearly, record the date each director signs, and file the signed document in the minute book. The resolution takes effect on the date the last required signature is given, so confirm the date for the record.
Generate this in Quorum
Quorum produces a section 248A circular resolution, identifies the directors entitled to vote, excludes a conflicted director where the entity type requires it, routes the document for signature, records who has signed, and files the result in the minute book. This helps you comply with your record keeping obligations and keeps the decision in the statutory record. The company and its directors 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 resolutions, so a signed circular resolution flows straight back into the record.