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Members' Resolution (for Private Company) - Form Pro · AU-law

✓ Valid in Australia · drafted to comply with local law

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Members' Resolution (for Private Company) - Form
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________ (ACN ________)
(hereinafter referred to as "the Company")

WRITTEN RESOLUTION OF THE SOLE MEMBER
Pursuant to Section 249B of the Corporations Act 2001 (Cth)

This written resolution of the sole member of the Company (hereinafter referred to as "this Resolution") is made and dated this ________ day of ________.

§ 1. PARTIES AND BACKGROUND

(a) The Company is a company duly incorporated and registered under the Corporations Act 2001 (Cth) (hereinafter referred to as "the Act"), with its registered office situated at ________, in the State/Territory of ________.

(b) The sole member of the Company is ________, of ________ (hereinafter referred to as "the Member").

(c) Pursuant to Section 249B of the Act, where a company has only one member, that member may pass a resolution by recording it and signing the record, and such resolution has the same effect as if it had been passed at a duly convened general meeting of the Company.

(d) The Member is entitled to exercise all the powers of the Company in general meeting and is entitled to pass this Resolution in accordance with Section 249B of the Act and the constitution of the Company.

§ 2. RESOLUTIONS

The Member, being the sole member of the Company, HEREBY RESOLVES as follows:

(a) Change of Company Type. Subject to the requirements of Part 2B.7 of the Act and to any approval or registration required by the Australian Securities and Investments Commission ("ASIC"), the Company shall change its type from ________ to ________.

(b) Change of Company Name. Subject to Section 157 of the Act and to the reservation and registration of the name by ASIC, the name of the Company shall be changed to ________.

(c) Amendment of Constitution. Pursuant to Section 136(2) of the Act, the constitution of the Company shall be amended in the following manner:

________

(d) Appointment of Auditor. Pursuant to Section 327A and related provisions of the Act, the following person or firm be and is hereby appointed as auditor of the Company, such person or firm having consented in writing to act:

________

§ 3. GENERAL

(a) The Member declares that this Resolution is passed in accordance with the Act and the constitution of the Company, and that the Member is not aware of any matter that would render this Resolution invalid or unenforceable.

(b) This Resolution shall be governed by and construed in accordance with the laws applicable in the State/Territory of ________ and the Commonwealth of Australia.

(c) A copy of this Resolution shall be entered in the minute books of the Company within one (1) month of being signed, in accordance with Section 251A of the Act.

EXECUTED BY THE MEMBER:



................................................
Signature of Sole Member

________
Name of Sole Member


................................................
Date: ________

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