Members circular resolution template (s249A)

A circular resolution lets the members of a proprietary company decide a matter without holding a meeting. Section 249A of the Corporations Act provides the mechanism: a proprietary company, other than a single-member company, may pass a members resolution without a meeting if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of it. It suits decisions where calling a members meeting would be slow or impractical.

When members use it

Members circular resolutions are common in closely held proprietary companies where the members are few and known to each other. They are used for matters that the members, rather than the directors, must decide, such as adopting or amending a constitution, approving certain related party transactions, or other matters reserved to members. A directors circular resolution under section 248A is a different instrument used by the board for matters within its power.

How section 249A works

The resolution passes only when every member entitled to vote signs. There is no majority shortcut: section 249A requires unanimity among those entitled to vote. Members can sign separate copies of the same document, which makes the process workable when members are in different places. The resolution takes effect when the last required member signs. A single-member company does not use section 249A; it records and signs the resolution under section 249B.

Key fields in the template

- Company name and ACN - A heading identifying it as a members circular resolution under section 249A - The resolution, worded clearly and completely - A statement that the signing members are in favour of the resolution - A signature block for each member 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 members of [Company] Pty Ltd under section 249A of the Corporations Act 2001.

The undersigned, being all the members entitled to vote on the resolution, state that they are in favour of the following resolution:

"That [resolution]."

Signed:

[Member name], date

[Member name], date

Good practice

Confirm who is entitled to vote before circulating, because the resolution fails if even one entitled member does not sign. Word the resolution so it can be read on its own without reference to other documents. File the signed document with the company records and update any related registers. Keep the document, because it is the evidence the resolution was passed.

Generate this in Quorum

Quorum produces a section 249A members resolution, identifies the members entitled to vote, routes the document for signature, records who has signed, and files the result with the company records. It distinguishes a members section 249A resolution from a directors section 248A resolution and a single-member section 249B resolution by reading the entity type and the matter, so the right instrument is used. This helps you comply and supports your obligations. The company 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 the signed document flows back into the record.