Shareholder resolutions in an Australian Pty Ltd: written, sole member and virtual meetings

Shareholders (in the Act, "members") of an Australian proprietary company rarely need to meet. A company with one member passes a resolution by the member recording it and signing the record (s249B of the Corporations Act 2001). A company with several members can pass a resolution without a meeting if every member entitled to vote signs it (s249A). When a meeting is needed, it can be held at a physical venue, at a venue with members joining online, or fully online if the constitution expressly allows it. Every resolution, however it's passed, goes into the minute book within one month.

For a foreign-owned subsidiary whose only shareholder is the overseas parent, the practical question is usually just this: which decisions need the member, and who signs for the parent?

Which decisions belong to the members

Under the replaceable rule in s198A, the business is managed by or under the direction of the directors, who can exercise all of the company's powers except those the Act or the constitution reserves for a general meeting. So most decisions, including issuing shares, borrowing and signing contracts, are board decisions. Members decide a shorter list. Common ones are:

A constitution can add to this list or change the replaceable rules. For how the two fit together, see constitution or replaceable rules. Other matters, such as some capital reductions, buy-backs and financial assistance, have their own approval rules; get legal advice before starting one.

Ordinary and special resolutions

An ordinary resolution needs a simple majority of the votes cast. A special resolution, under s250MA, must be passed by at least 75% of the votes cast by members entitled to vote, and the notice of the meeting must set out the intention to propose it as a special resolution. For a single-member subsidiary, the parent's signature on a s249B record satisfies both thresholds, because it holds every vote.

Sole member companies: s249B

The Corporations Act keeps this simple. Section 249B(1) says a company with only one member may pass a resolution by the member recording it and signing the record. If the Act requires information or a document about the resolution to be lodged with ASIC, s249B(2) says lodging it with the passed resolution satisfies that.

There's no notice period, no quorum and no meeting. A good s249B record:

• names the company and its ACN
• states that it is a resolution of the sole member under s249B
• sets out each resolution in full, and says whether it is passed as a special resolution
• is signed for the member, with the signatory's name and capacity
• is dated.

The replaceable rule quorum for a members' meeting is 2 (s249T), and its own note points single-member companies to s249B. In practice, a sole-member company has little reason to hold a meeting at all.

Companies with more than one member: s249A

Joint ventures, founder-plus-parent structures and companies with employee shareholders have several members. Section 249A lets a proprietary company pass a resolution without a general meeting if all the members entitled to vote sign a document stating they are in favour of the resolution set out in it. Separate copies can be signed, as long as the wording of the resolution and statement is identical in each (s249A(3)). The resolution is passed when the last member signs (s249A(4)). Each joint holder must sign.

Two limits:

• Unanimity. One member who won't sign, or can't be reached, blocks a circulating resolution. You then need a meeting.
• Auditor removal. Section 249A doesn't apply to removing an auditor under s329, which needs a meeting.

Since the 2022 amendments, members can sign electronically, and on different copies; see signing documents from overseas for the technology-neutral signing rules.

When you need a meeting

Notice

Under s249H(1), at least 21 days' notice must be given of a meeting of members, unless the constitution sets a longer minimum. A general meeting (other than an AGM) can be called on shorter notice if members with at least 95% of the votes agree beforehand (s249H(2)(b)). Shorter notice isn't allowed for a meeting to remove an auditor. Notice goes individually to each member entitled to vote and to each director (s249J).

Physical, hybrid or virtual

Schedule 2 of the Corporations Amendment (Meetings and Documents) Act 2022, which commenced on 1 April 2022, rewrote how meetings may be held. Section 249R now lets a company hold a meeting of its members:

1. at one or more physical venues
2. at one or more physical venues and using virtual meeting technology (a hybrid meeting)
3. using virtual meeting technology only, if the constitution expressly requires or permits it.

A member attending online is taken to be present in person (s249RA(3)). A virtual-only meeting is taken to be held at the registered office (s249RA(1)(c)).

Section 249S requires the company to give members, as a whole, a reasonable opportunity to participate. The meeting must be held at a reasonable time at the relevant venue, and any virtual meeting technology must be reasonable and must let members attending online ask questions and make comments both orally and in writing. ASIC's virtual meetings FAQs say ASIC expects members to have equivalent opportunities to participate whether online or in person, and that ASIC doesn't read the Act as always requiring a phone line.

For a subsidiary with one overseas member, the "reasonable time" test rarely bites. It matters in joint ventures with members in different hemispheres. Pick a time that is reasonable at the venue and workable for the members dialling in.

The parent company as member: s250D representatives

A body corporate acts through people. Section 250D lets a body corporate appoint an individual as its representative to exercise its powers at members' meetings and in relation to resolutions passed without meetings. The appointment may be a standing one, may be restricted, and may be made by reference to a position held (for example, "the Group General Counsel for the time being"). The notes to s249A and s249B confirm a body corporate representative may sign those resolutions.

A standing s250D appointment, signed by the parent under its own law and kept on the Australian company's file, saves time on every resolution. Check that the parent's internal approvals (its own board or delegations policy) cover what the representative signs.

Minutes: s251A

Every member resolution must be recorded. Section 251A requires the company to keep minute books recording, within 1 month, the proceedings and resolutions of members' meetings and resolutions passed by members without a meeting. Minutes of a meeting are signed by the chair of that meeting or the next meeting, and minutes of a resolution passed without a meeting are signed by a director within a reasonable time. The minute books are kept at the registered office, the principal place of business in Australia, or another place ASIC approves. A properly recorded and signed minute is evidence of the resolution unless the contrary is proved.

The usual gap for foreign-owned companies isn't the resolution. It's the minute book: the parent signs a PDF, emails it, and nobody files it in Australia. See company record keeping.

Lodging resolutions with ASIC

Most member resolutions aren't lodged. A few are:

• Change of name. Section 157 requires a special resolution and an application to ASIC, and a copy of the resolution must be lodged within 14 days after it is passed. ASIC's fee schedule lists the 2026–27 fee for notifying a change of company name (Form 205) as $524. See company names and business names.
• Constitution changes. An ordinary proprietary company doesn't lodge its constitution, but public companies do (covered in the constitution guide).
• Officeholder changes flowing from a member resolution are notified on the usual 28-day timetable; see appointing or removing a director.

Does a Pty Ltd need an AGM?

Section 250N, headed "Public company must hold AGM", requires a public company to hold one within 18 months after registration and then at least once each calendar year, within 5 months after its financial year ends. There's no equivalent statutory requirement for a proprietary company. A constitution can still require an annual meeting, so check yours, especially if it was adapted from a public company template. The annual review and solvency resolution are separate board obligations, covered in the ASIC annual statement guide.

Where we fit

Member resolutions are routine company secretarial work, and our Governance Partner package includes a company secretary. Drafting a constitution, or advising on a contested resolution between shareholders, is work for your lawyer. Package details are on our pricing page.

General information current at 28 October 2026, not legal advice. Check the company's constitution, which can change several of the default rules described here.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.