Document ID: chunk:federal_register_of_legislation:C2025C00185:section:1:p3
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 1 (pt 3/3)
Character Range: 403067–405312

2 ways that directors may pass resolutions:
• at a meeting; or
• by having all of the directors record and sign their decision.
  If a company has only 1 director, the sole director may also pass a resolution by recording and signing their decision.
[sections 198A, 198E, 202C, subsection 202F(1), sections 248A‑248G, 251A]

1.9 Shareholders
  The shareholders of a company own the company, but the company has a separate legal existence and the company's assets belong to the company.
  Shareholders can make decisions about the company by passing a resolution, usually at a meeting. A "special resolution" usually involves more important questions affecting the company as a whole or the rights of some or all of its shareholders.
  There are 2 ways that shareholders may pass a resolution:
• at a meeting; or
• by having all of the shareholders record and sign their decision.
  If a meeting is held, an ordinary resolution must be passed by a majority of the votes cast by shareholders of the company entitled to vote on the resolution at the meeting in person or by proxy (if proxies are allowed). A special resolution must be passed by at least 75% of the votes cast by shareholders of the company entitled to vote on the resolution and who vote at the meeting in person or by proxy (if proxies are allowed).
  The sole shareholder of a company may pass a resolution by recording and signing their decision.
  A company must keep a written record (minutes) of the members' resolutions and meetings.
[sections 9 (special resolution), 249A, 249B, 249L, 251A]

1.10 What others can assume about the company
  Anyone who does any business with the company is entitled to assume that the company has a legal right to conduct that business unless the person knows, or suspects, otherwise. For example, an outsider dealing with the company is entitled to assume:
• that a person who is shown in a notice lodged with ASIC as being the director or company secretary of a company has been properly appointed and is authorised to act for the company; and
• that a person who is held out by the company to be a director, company secretary or agent of the company has been properly appointed and is authorised to act for the company.
[sections 128—130]