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First Directors Resolution for Australia

First Directors Resolution Template for Australia

A First Directors Resolution is a crucial corporate governance document required under Australian corporate law that records the initial decisions and appointments made by the director(s) immediately following a company's incorporation. This document establishes fundamental operational elements including the appointment of officers, registered office location, share capital structure, banking arrangements, and adoption of the company constitution. It serves as official evidence of compliance with the Corporations Act 2001 (Cth) and forms part of the company's permanent records required to be maintained under Australian law.

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What is a First Directors Resolution?

The First Directors Resolution is a mandatory corporate document that must be prepared and executed immediately following the incorporation of a company in Australia. This resolution documents the first formal decisions made by the director(s) and establishes the basic operational framework of the company. It typically follows the receipt of the Certificate of Registration from ASIC and precedes the commencement of business operations. The document addresses crucial matters such as appointment of officers, registered office designation, share issuance, and banking arrangements. Under Australian corporate law, specifically the Corporations Act 2001 (Cth), companies are required to maintain records of all directors' resolutions, making this document a vital part of the company's corporate records and essential for demonstrating compliance with statutory requirements.

What sections should be included in a First Directors Resolution?

1. Company Details: Legal name of the company, ACN, and date of incorporation

2. Meeting Details: Date, time, location of the meeting, and attendance details

3. Chairperson: Appointment of the chairperson for the meeting

4. Confirmation of Incorporation: Acknowledgment of the company's incorporation and review of ASIC documentation

5. Appointment of Officers: Confirmation of directors and company secretary appointments

6. Registered Office: Resolution regarding the company's registered office address

7. Share Capital: Confirmation of initial share structure and share certificates

8. Bank Account: Resolution to open company bank account and appointed signatories

9. Company Constitution: Adoption of the company constitution or replaceable rules

10. Execution: Signature section for the director(s)

What sections are optional to include in a First Directors Resolution?

1. Appointment of Public Officer: Required if appointing a public officer for tax purposes

2. Business Name Registration: Include if the company needs to register business names

3. Company Seal: Resolution regarding adoption of company seal (if required)

4. Appointment of Auditor: Required for certain company types or if voluntarily appointing an auditor

5. ASIC Agent Appointment: If appointing an agent for ASIC communications

6. Tax Registration: Resolutions regarding TFN, GST, PAYG registration if immediate registration is needed

What schedules should be included in a First Directors Resolution?

1. Schedule 1 - Share Certificate Template: Template for share certificates to be issued

2. Schedule 2 - Bank Account Details: Details of the approved bank and account structure

3. Schedule 3 - Officer Details: Full details of appointed officers including required ASIC information

4. Schedule 4 - Consent Forms: Signed consent forms from appointed officers

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions





















Clauses















Relevant Industries

All Industries

Financial Services

Professional Services

Manufacturing

Retail

Technology

Healthcare

Mining

Construction

Agriculture

Education

Hospitality

Transport and Logistics

Real Estate

Non-Profit Organizations

Relevant Teams

Legal

Compliance

Corporate Governance

Company Secretariat

Risk Management

Corporate Services

Executive Leadership

Board of Directors

Administration

Relevant Roles

Company Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Corporate Governance Manager

Managing Director

CEO

CFO

General Counsel

Legal Administrator

Corporate Services Manager

Risk Manager

Board Secretary

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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