Company Minutes & Resolutions Package
12 months use of the Package for the company which the Minute or Resolution relates to
You can use Cleardocs to create a range of Minutes and Resolutions for administration of a proprietary limited company. These Minutes and Resolutions:
- deal with many of the most important matters involved in running a company;
- will help to ensure that your company's records are up-to-date and compliant with corporations law.
The annual fee does not allow you to use this Package for more than 1 ACN
Time taken to complete 10 minutes.
Cost $ 77.00 (inc GST) — 12 months use of the Package for the company which the Minute of Resolution relates to.
Legal Sign-offThe master documents are written in plain language and are signed-off by our lawyers at Maddocks.
What Company Minutes and Resolutions are available through Cleardocs?
Cleardocs offers the following Minutes and Resolutions:
- first meeting of directors;
- open a bank account for the company;
- change the company's registered office or principal place of business;
- appointment, resignation and/or removal of officers:
- alternate director;
- public officer;
- appointment and/or resignation of a managing director;
- appointment of an accountant for the company;
- appointment of an auditor for the company (or resolve not to appoint an auditor for a particular financial year);
- allotment of shares;
- transfer of shares;
- entry by the company into:
- a mortgage;
- a loan agreement;
- a general security agreement;
- an equipment agreement;
- a lease; and
- voluntary company deregistration.
Together with each Minute or Resolution, you will receive:
- associated documents to assist with completion of the relevant transaction or event; and
- an Establishment Kit explaining what to do next.
What information do you need to order a Company Minute or Resolution through Cleardocs?
To create a Company Minute or Resolution, you complete the Cleardocs question interface with:
- the type of Minute or Resolution you wish to create;
- the name of the company and ACN exactly as they show on ASIC's records;
- the address of the company;
- for a Minute: details of the meeting - date, time, place, attendees, name of chair;
- for a circulating Resolution: the date the resolution will be circulated (if relevant);
- details of the transaction or event to which the Minute or Resolution relates; and
- if the relevant Minute or Resolution also requires a meeting of the members of the company - the details of this meeting too.
You will also need to check whether your company has a Constitution. It may not have one.
Proprietary companies can operate under:
- the 'replaceable rules' under corporations law;
- the company's own Constitution; or
- a combination of both.
How does a 12 month subscription work?
The Cleardocs Minutes and Resolutions package allows you to create as many minutes and resolutions you need over a 12 month period for one company. If you are managing more than one company, you will need to buy a subscription for each company.
Each time you need a minute or resolution, simply log into Cleardocs, select the type of minute or resolution you require and answer the question interface. You will need to pay the first time only. The system will then remember that you have paid and the next minute for the same company will be free.
Minute or Resolution?
Corporations law generally allows companies with more than 1 director to make decisions:
- at a meetings of directors, or
- by all of the directors signing a set of resolutions.
Companies with only 1 director can make decisions by that director signing written statements.
The Company Minutes and Resolutions Package lets you use the option which is suitable to your company's circumstances.
Cleardocs Constitution not required for Cleardocs Company Minutes and Resolutions Package
To use the Cleardocs Company Minutes and Resolutions Package, a company does not require a Cleardocs Constitution - or any Constitution (it may be governed by replaceable rules under the corporations law).
If a company does not have a Cleardocs Constitution and/or has a shareholders agreement in place, you should seek legal advice on whether the Minute or Resolution satisfies the company's requirements. We cannot give you that advice.
For example, the Constitution and/or shareholders agreement may set special procedures for or restrictions on:
- calling and holding of meetings;
- the form of resolutions;
- voting on resolutions;
- appointment or removal of directors;
- appointment of secretaries;
- pre-emptive rights; or
- entering into certain agreements or transactions.
Can I use the Minutes and Resolutions Package for any type of company?
The Cleardocs Company Minutes and Resolutions Package is designed for use by a proprietary limited company. There are different legal requirements for a public company and you should seek your own independent legal, accounting and financial advice about these requirements.
Notifications to ASIC and ATO
Under the law, the company is required to notify ASIC or the ATO of certain changes to its details. Creation of the Minute or Resolution does not necessarily in itself complete the transaction or event.
For example, appointing a new director generally also involves:
- the new director signing a consent to act prior to their appointment;
- the company filing documents in the Company Register; and
- the company notifying ASIC of the appointment.
The company must make the necessary notifications to ASIC or the ATO separate from creation of its Cleardocs Minute or Resolution. The company should seek its own advice about ASIC and the ATO's requirements.
Seek legal advice
The Company Minutes and Resolutions Package information here should be considered general in nature, and in no way interpreted as legal advice. You must always seek your own independent legal, accounting and financial advice about your particular situation. The summary on this page is for information purposes only.
Questions or further information
If you have questions:
- about how to use Cleardocs, contact the Cleardocs helpline on 1300 307 343.
- about legal issues, contact the Cleardocs helpline on 1300 307 343. If you need advice, we will arrange for you to speak with a lawyer at Maddocks. The firm provides a free legal helpline in relation to the documents Cleardocs provides. If you require other legal advice in relation to your particular circumstances, then this will be charged for.
- Minutes and Resolutions stored online for future access.
- The company does not require an underlying Cleardocs Constitution
- Includes copy function for address details - saving you typing
- Covers a wide range of company transactions or events
- Extensive online help and local phone support
- Easy to use question interface