Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)

This Shareholders' Resolution can be voted on as an ordinary resolution to set the total remuneration for directors.

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Last updated May 23, 2025

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Suitable for Australia

Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)

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What is a shareholders' resolution to set director remuneration (circulating resolution)?

It is a formal decision made by shareholders, usually by ordinary resolution, to set the total amount directors are paid. This can be done without holding a physical meeting, using a circulating resolution.
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When should you use a shareholders' resolution to set director remuneration (circulating resolution)?

Use this resolution when shareholders need to approve or change the total remuneration for directors in a proprietary company, especially if the company constitution follows the replaceable rules under the Corporations Act 2001.
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What should be in a shareholders' resolution to set director remuneration (circulating resolution)?

The resolution should state the total remuneration for all directors, reference the relevant section of the Corporations Act, and be clear about its approval as an ordinary resolution by shareholders.
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Frequently asked questions

What is a shareholders' resolution to set director remuneration (circulating resolution)?

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When should you use a shareholders' resolution to set director remuneration (circulating resolution)?

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What should be in a shareholders' resolution to set director remuneration (circulating resolution)?

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Does this document comply with Australian law?

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What are the main limitations of this resolution?

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What steps should be taken after passing the resolution?

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Who should use this resolution?

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View Sample Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)

Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)
risk level indicator at Low level

The Legal Risk Score of a Shareholders' Resolution to Set Director Remuneration (Circulating Resolution) Template is Low

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

  • There is a risk associated with setting a fixed remuneration for the board of directors without specifying criteria for adjustment, which could lead to financial inflexibility in responding to changes in company performance or market conditions.
  • The resolution requires the officeholders to undertake necessary actions to implement the changes, which could pose a risk if the officeholders lack the expertise or resources to effectively manage these legal and administrative tasks.
  • The document does not specify the process or criteria for dividing the total remuneration among the board members, which could lead to potential conflicts or dissatisfaction among directors regarding compensation fairness.

Articles about Shareholders' Resolution to Set Director Remuneration (Circulating Resolution)

Can Shareholders Remove a Director From a Company?
By Samuel Guzman|Jun 22, 2020

Can Shareholders Remove a Director From a Company?

The rules governing the process on how shareholders can remove a director from a company will depend on several considerations. Find out more here.

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.

Steps for Removing a Company Director
By Alistair Maclennan|May 24, 2024

Steps for Removing a Company Director

The process for removing a company director differs between public and private companies. Find out the process in this article.

How to Pay Yourself as a Company Director: A Complete Guide
By Ilyas Omari|May 28, 2025

How to Pay Yourself as a Company Director: A Complete Guide

Can you pay yourself if you're a company director? Read along to know the various options available to you and pay yourself like a pro.

Legal Impacts Of The ABC's Re-Structuring
By Jackie Olling|Sep 27, 2018

Legal Impacts Of The ABC's Re-Structuring

The removal of Michelle Guthrie from the ABC has been met with polarising reactions. Here we look at the legal consequences of this decision.

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 Director Fees?
By Timothy Quinn|Aug 20, 2024

What Are Director Fees?

Learn all about director fees and how to manage the tax obligations that arise from these payments.

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.

Company Constitution or Replaceable Rules: The Differences
By Ilyas Omari|May 23, 2024

Company Constitution or Replaceable Rules: The Differences

A company's internal affairs can be managed under both a company constitution and replaceable rules. Learn which is better here.

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