Shareholders' Circulating Resolution (Ordinary Resolutions and Special Resolutions)

This Shareholders' Circulating Resolution (Ordinary Resolutions and Special Resolutions) document serves to enable shareholders of a company to pass ordinary resolutions without needing to hold a meeting.

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Last updated December 17, 2024

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Suitable for Australia

Shareholders' Circulating Resolution (Ordinary Resolutions and Special Resolutions)

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What is a shareholders' circulating resolution (ordinary resolutions and special resolutions)?

A shareholders' circulating resolution is a written document that allows company shareholders to pass ordinary or special resolutions without holding a physical meeting, provided all shareholders entitled to vote agree and sign the resolution.
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When should you use a shareholders' circulating resolution (ordinary resolutions and special resolutions)?

Use this resolution when all shareholders are likely to agree on a decision and you want to avoid the time and expense of holding a meeting, provided your company constitution allows it.
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What should be in a shareholders' circulating resolution (ordinary resolutions and special resolutions)?

The resolution should include a statement in favour, details of the decisions being made, and directions for any actions to implement the resolution, with all shareholders’ signatures confirming unanimous agreement.
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Frequently asked questions

Who can use this document?

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What types of decisions can be made using this document?

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Are there any limitations to using a circulating resolution?

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What should I check before using this document?

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What are the key steps after signing the resolution?

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What are the main risks of using this document?

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How quickly can this resolution be completed?

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View Sample Shareholders' Circulating Resolution (Ordinary Resolutions and Special Resolutions)

Shareholders' Circulating Resolution (Ordinary Resolutions and Special Resolutions)

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Articles about Shareholders' Circulating Resolution (Ordinary Resolutions and Special Resolutions)

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.

Directors’ Roles in Shareholders Agreements
By Gopi Giri|Dec 4, 2025

Directors’ Roles in Shareholders Agreements

There's no one correct form of shareholders agreement. This raises the question, what should you include in your shareholders agreement? Find out here.

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 to Remove a Shareholder from a Company
By Jackie Olling|May 28, 2025

How to Remove a Shareholder from a Company

Time to change shareholders? Read this guide to the process you should follow if you're going to remove a shareholder from your company.

A Guide to the Corporations Act 2001 for Australian Companies
By Ilyas Omari|May 28, 2025

A Guide to the Corporations Act 2001 for Australian Companies

Understand the Corporations Act 2001 and its significance for Australian businesses and learn about recent amendments and more.

Can Shareholders Liquidate a Company?
By Adam Watters|Apr 14, 2020

Can Shareholders Liquidate a Company?

Shareholders have an inherent interest in the performance of their company. But if the company is struggling, can shareholders liquidate the company?

How to Exit Your Shareholders' Agreement
By Joshua Cutrone|Dec 4, 2019

How to Exit Your Shareholders' Agreement

Are you looking to sell your shares in a company but don't know your exit route? Read on to learn how to exit your shareholders' agreement.

When to Use a Shareholders' Agreement (2025 Update)
By Dominic Woolrych|Jan 7, 2025

When to Use a Shareholders' Agreement (2025 Update)

A Shareholders' Agreement protects both a company and its members by setting out the terms of ownership. Find out when to use one here.

How Do Pre-emptive Rights Work for Shareholders?
By Liesel Millard|Jul 15, 2020

How Do Pre-emptive Rights Work for Shareholders?

Pre-emptive rights are important for shareholders where they want to maintain their ownership percentage. Find out more here.

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