Directors' Resolution to Appoint Secretary (Circulating Resolution)

This Directors' Resolution may be used to appoint a company secretary.

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Last updated January 15, 2025

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Suitable for Australia

Directors' Resolution to Appoint Secretary (Circulating Resolution)

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

It is a formal written decision made by all company directors to appoint a new company secretary, without the need for a physical meeting, by circulating the resolution for signature.
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When should you use a directors' resolution to appoint secretary (circulating resolution)?

Use this document when your company’s board wishes to appoint a new secretary and you prefer to pass the decision in writing, rather than at a physical or virtual directors’ meeting.
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What should be in a directors' resolution to appoint secretary (circulating resolution)?

It should include the secretary’s details, confirmation of unanimous director consent, reference to any attached agreement, and compliance with the company’s constitution and legal requirements.
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Frequently asked questions

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

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When should you use a directors' resolution to appoint secretary (circulating resolution)?

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What should be in a directors' resolution to appoint secretary (circulating resolution)?

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Who can be appointed as company secretary?

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What are the main steps after signing the resolution?

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What risks or limitations should I be aware of?

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Does this document include the secretary’s employment terms?

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View Sample Directors' Resolution to Appoint Secretary (Circulating Resolution)

Directors' Resolution to Appoint Secretary (Circulating Resolution)
risk level indicator at Medium level

The Legal Risk Score of a Directors' Resolution to Appoint Secretary (Circulating Resolution) Template is Medium

Our legal team have marked this document as medium risk considering:

  • This is a standard document.
  • The resolution relies on the unanimous consent of all officeholders, which could delay or complicate the appointment process if consensus is not readily achieved.

Users familiar with corporate governance will find the document straightforward, but should remain cautious about these gaps and consider additional safeguards or clarifications to mitigate potential risks.

Articles about Directors' Resolution to Appoint Secretary (Circulating Resolution)

Can a Company Secretary Also Be a Director?
By Mahima Bhindi|May 23, 2024

Can a Company Secretary Also Be a Director?

Can a company secretary also be a director? Can one person legally do two jobs? Find out more in this article.

Company Director vs Company Secretary: Key Differences
By Natalie Ho|Nov 28, 2025

Company Director vs Company Secretary: Key Differences

The importance of a company secretary has grown. This has led individuals to question what the difference between what a company director and secretary is.

How Many Officeholders Must a Company Have?
By Tashfia Tasnim|Nov 21, 2025

How Many Officeholders Must a Company Have?

Running a company means that you have to appoint certain officeholders to manage and operate your company. Read about them 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.

What Do Company Secretaries Do?
By Kimberly La|Apr 16, 2019

What Do Company Secretaries Do?

Read more on the legal requirements of the role and qualifications needed to be a secretary. Does your company legally need one?

AGM vs EGM: What's Different?
By Laura Worrad|Feb 24, 2020

AGM vs EGM: What's Different?

An annual general meeting and an extraordinary general meeting are commonly held by companies. So what is the difference? Read our guide to find out.

How Do I Appoint a New Officeholder to My Company?
By Paul Taylor|Aug 20, 2019

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.

What is an Extraordinary General Meeting?
By Daniel Lim|Jun 2, 2025

What is an Extraordinary General Meeting?

An Extraordinary General Meeting (EGM) is a shareholder meeting that differs from the company’s Annual General Meeting (AGM). Read to find out more.

What Does A Company Secretary Do?
By Mia Miranda|May 27, 2024

What Does A Company Secretary Do?

A company secretary is arguably the backbone of a business and play a huge role in the way a business operates. Find out more here.

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