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Board Resolution Closure Of Business

Board Resolution Closure Of Business Template for Australia

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Key Requirements PROMPT example:

Board Resolution Closure Of Business

"I need a Board Resolution Closure Of Business for my small retail company in Sydney, planning to cease operations by March 2025 due to retirement, with specific attention to handling employee entitlements for our 15 staff members."

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Document background
A Board Resolution Closure Of Business is a crucial corporate document required when an Australian company decides to cease its operations. This resolution is typically used when a solvent company voluntarily decides to close, whether due to retirement of key personnel, market conditions, or strategic reasons. The document must comply with Australian corporate law, particularly the Corporations Act 2001, and includes essential elements such as confirmation of board approval, solvency declaration, and detailed plans for winding up the business. It serves as the primary evidence of the board's decision and provides the legal foundation for subsequent closure actions. The resolution should be prepared with legal counsel's input to ensure all regulatory requirements are met and proper procedures are followed for protecting stakeholders' interests.
Suggested Sections

1. Header Information: Company name, ACN, date, time, and location of meeting

2. Attendance: List of directors present, apologies, and confirmation of quorum

3. Chairperson: Appointment/confirmation of meeting chairperson

4. Background: Brief context explaining the reasons for business closure

5. Confirmation of Solvency: Declaration of the company's ability to pay all debts

6. Primary Resolution: Formal resolution to cease business operations

7. Appointment of Representative: Authorization of specific person(s) to handle closure procedures

8. Asset Disposal: General resolution regarding the disposal of company assets

9. Employee Matters: Resolution regarding termination of employment and entitlements

10. Statutory Obligations: Commitment to fulfill all legal and regulatory requirements

11. Closure Timeline: Proposed timeline for winding down operations

12. Signature Block: Chairperson's signature and date of signing

Optional Sections

1. Lease Terminations: Include when the company has commercial leases to be terminated

2. Intellectual Property: Include when the company owns IP that needs specific handling

3. Environmental Obligations: Include when the business has environmental licenses or obligations

4. International Operations: Include when the business has overseas operations or entities

5. Special Contracts: Include when there are significant contracts requiring specific termination procedures

6. Shareholder Notification: Include when there are shareholders beyond the directors present

7. Loan and Security Arrangements: Include when there are outstanding loans or security arrangements

8. Regulatory Licenses: Include when the business holds specific regulatory licenses requiring formal surrender

Suggested Schedules

1. Schedule A - Asset Register: Detailed list of company assets and proposed disposal method

2. Schedule B - Employee List: List of employees and their entitlement calculations

3. Schedule C - Outstanding Contracts: List of contracts requiring termination and proposed actions

4. Schedule D - Creditor List: List of creditors and outstanding amounts

5. Schedule E - Debtor List: List of debtors and receivable amounts

6. Appendix 1 - Financial Statement: Current financial position of the company

7. Appendix 2 - Closure Timeline: Detailed timeline of closure activities and responsibilities

8. Appendix 3 - Communication Plan: Plan for notifying stakeholders of the closure

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Board
Company
Resolution
ASIC
Closure Date
Effective Date
Directors
Company Secretary
Business Assets
Existing Contracts
Employee Entitlements
Outstanding Liabilities
Intellectual Property Rights
Secured Creditors
Unsecured Creditors
Winding Up Process
Regulatory Authorities
Company Records
Registered Office
Stakeholders
Business Operations
Corporate Seal
Solvency Declaration
Statutory Obligations
Trading Name
ACN
Cessation of Business
Authorised Representative
Final Accounts
Termination Date
Clauses
Quorum and Meeting Validity
Authority and Powers
Declaration of Solvency
Cessation of Operations
Asset Disposal
Employee Termination
Contract Termination
Creditor Settlement
Regulatory Compliance
Record Retention
Bank Account Closure
Tax Obligations
Insurance Matters
Intellectual Property
Communication Protocol
Authorised Signatories
Implementation Timeline
Final Accounts
Deregistration Process
Environmental Obligations
Lease Termination
License Surrender
Stakeholder Notification
Director Obligations
Indemnification
Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Healthcare

Construction

Hospitality

Education

Mining

Agriculture

Financial Services

Transport and Logistics

Real Estate

Media and Entertainment

Relevant Teams

Legal

Finance

Board of Directors

Executive Leadership

Human Resources

Compliance

Corporate Governance

Risk Management

Operations

Administration

Relevant Roles

Chief Executive Officer

Company Director

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Board Chairman

Chief Operating Officer

Human Resources Director

Risk Manager

Compliance Officer

Financial Controller

Business Owner

Corporate Governance Manager

Industries
Corporations Act 2001 (Cth): Primary legislation governing company operations, directors' duties, and corporate closure procedures in Australia
Fair Work Act 2009 (Cth): Governs employee entitlements and redundancy requirements during business closure
Income Tax Assessment Act 1997 (Cth): Covers tax implications and obligations when closing a business
Australian Securities and Investments Commission Act 2001: Regulates company registration and deregistration procedures
A New Tax System (Goods and Services Tax) Act 1999: Addresses GST obligations and cancellation requirements during business closure
Privacy Act 1988 (Cth): Governs the handling and disposal of personal information during business closure
Business Names Registration Act 2011: Covers requirements for canceling business name registrations
Environmental Protection and Biodiversity Conservation Act 1999: May be relevant if the business has environmental obligations or licenses that need to be terminated
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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