Directors' Resolution to Appoint Alternate Director (Circulating Resolution)

The Directors Resolution to Appoint Alternate Director is used to confirm and record the appointment of an alternate director to serve as a back-up for an existing director.

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Last updated January 14, 2025

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Suitable for Australia

Directors' Resolution to Appoint Alternate Director (Circulating Resolution)

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What is a directors' resolution to appoint alternate director (circulating resolution)?

It is a formal written decision by all company directors to appoint an alternate director, signed without holding a physical meeting. This allows another person to act as a director when needed.
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When should you use a directors' resolution to appoint alternate director (circulating resolution)?

Use this resolution when you need to formally appoint a back-up director to stand in for an existing director, and you want to do so without holding a directors’ meeting.
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What should be in a directors' resolution to appoint alternate director (circulating resolution)?

It should include the company details, names of the current and alternate directors, the appointment decision, signatures of all directors, and an attached Consent to Act form.
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Frequently asked questions

Who can be appointed as an alternate director?

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What protections does this resolution provide for the company?

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Are there any limitations to using a circulating resolution for this purpose?

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What are the notification requirements after appointing an alternate director?

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What other documents should be prepared with this resolution?

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How quickly can this document be completed?

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Is this document valid in all Australian states and territories?

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View Sample Directors' Resolution to Appoint Alternate Director (Circulating Resolution)

Directors' Resolution to Appoint Alternate Director (Circulating Resolution)

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Articles about Directors' Resolution to Appoint Alternate Director (Circulating Resolution)

What Is An Alternate Director? (2025 Update)
By Bronte Callaghan|May 14, 2025

What Is An Alternate Director? (2025 Update)

If a director is unable to exercise their functions, they can appoint an alternate director for a period of time. Read more here.

How to Appoint an Alternate Director?
By Jessica Maher|Mar 28, 2018

How to Appoint an Alternate Director?

Do you need to appoint an Alternate Director but not sure how to get started? Let us help you with that!

How Do I Appoint a New Officeholder to My Company?
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How Do I Appoint a New Officeholder to My Company?

Companies require maintenance and there are a number of important steps to take when you appoint a new officeholder to your company. Read about them here.

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By Lily O'Keefe|May 28, 2025

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Find out how to appoint a new director to your company.

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By Ilyas Omari|May 28, 2025

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Do you plan to remove a director from your company? Here is a guide on how to legally remove a director from your company

Can Company Directors Remove Other Directors?
By Katarina Dapcevic|Jul 31, 2020

Can Company Directors Remove Other Directors?

As a company director, you may want to find out whether you can remove other company directors if they are underperforming. Find out more here.

Minimum Officeholders Required for Australian Companies
By Shrishti Shah|Nov 21, 2025

Minimum Officeholders Required for Australian Companies

A company needs to have a minimum number of officeholders in order to be legally compliant. Read this article to find out what they are.

Ordinary vs Special Resolution: Key Differences
By Vincent Appleton|Nov 28, 2025

Ordinary vs Special Resolution: Key Differences

Are you looking to pass a company resolution? Do you know the difference between an ordinary and special resolution? Read on to find out more.

How to Deal with Director Disputes in Your Company
By Gopi Giri|Sep 17, 2019

How to Deal with Director Disputes in Your Company

Director disputes are highly common. They can significantly impact the workplace and a company's performance. Here are some ways to deal with them.

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