18 October 2019
Companies – Sole director resolution
We have a proprietary company that has one director and one shareholder. Clauses need to be inserted into the constitution to be able to apply for a particular licence.
Is notice required to hold a general meeting to approve the changes by way of special resolution to change the constitution? Does a new constitution need to be drafted?
Thank you for the question.
If the constitution itself does not provide for the process to pass such a resolution, section 248B of the Corporations Act 2001 (Cth) allows a director of a proprietary company that has only one director to pass a resolution by recording and signing the record. No notice is required.
There is no requirement to draft a new constitution. The resolution should be kept with the company records and referred to in the licence application.
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