Directors' Resolution to Issue Shares (Circulating Resolution)

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Last updated November 11, 2025

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Suitable for Australia

Directors' Resolution to Issue Shares (Circulating Resolution)

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What is a directors' resolution to issue shares (circulating resolution) ?

It is a formal written agreement by all company directors to approve the issue of new shares, circulated for signature without holding a physical meeting.
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When should you use a directors' resolution to issue shares (circulating resolution) ?

Use this document when your company needs to issue new shares and all directors can agree in writing, rather than at a directors’ meeting.
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What should be in a directors' resolution to issue shares (circulating resolution) ?

It should state the approval of share issue, details of the shares, the new member, issue price, and be signed by all eligible directors.
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Frequently asked questions

What is a directors' resolution to issue shares (circulating resolution) ?

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When should you use a directors' resolution to issue shares (circulating resolution) ?

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What should be in a directors' resolution to issue shares (circulating resolution) ?

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Who can sign a circulating resolution for share issues?

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What details must be attached to the resolution?

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How does this document fit into the share issue process?

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What are the risks or limitations of using this resolution?

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View Sample Directors' Resolution to Issue Shares (Circulating Resolution)

Directors' Resolution to Issue Shares (Circulating Resolution)
risk level indicator at Medium level

The Legal Risk Score of a Directors' Resolution to Issue Shares (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.
  • This resolution must be carried out within other share issue processes in order to be effective.

Users familiar with corporate transactions 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 Issue Shares (Circulating Resolution)

How To Issue Shares In A Private Company
By Ilyas Omari|May 20, 2025

How To Issue Shares In A Private Company

Have you ever wondered how to issue shares in a private company? Read this article if you want to learn how.

Do You Need Shares to Be a Company Director?
By Laura Worrad|Dec 2, 2025

Do You Need Shares to Be a Company Director?

A director can choose to have shares in their company. But is this a requirement? Read our guide to find out whether a director must hold shares.

How Does a Company Issue Corporate Shares?
By Angela Omari|May 23, 2024

How Does a Company Issue Corporate Shares?

Thinking of having a company share issue? Find out what types exist and how you can use shares in our latest post.

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.

Share Allocations - How Do They Work?
By William Vu|Jun 20, 2016

Share Allocations - How Do They Work?

Not sure what all those codes mean when trying to choose which class of shares to issue? Have a read to see what they mean.

Investor vs Shareholder: What's the Difference?
By Mai Sarkissian|May 21, 2024

Investor vs Shareholder: What's the Difference?

Is there a difference between an investor vs shareholder? This article uncovers what each term means, as well as their key differences.

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.

What are Redeemable Preference Shares?
By Shiryn Hagh|Dec 19, 2019

What are Redeemable Preference Shares?

Are you thinking about issuing shares to raise capital for your company? This article will explain what you need to know about redeemable preference shares.

2026 Legal Updates for Small Businesses in Australia
By Angela Omari|Nov 21, 2025

2026 Legal Updates for Small Businesses in Australia

Every year there are new laws. Understand the new legal changes that apply to your small business in 2022 before the busy year begins.

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