Retroactive Board Resolution Template for Australia

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Key Requirements PROMPT example:

Retroactive Board Resolution

"I need a Retroactive Board Resolution to ratify a technology procurement contract worth $2.5M that was signed by our CTO on March 15, 2025, without formal board approval, and we need to ensure ASIC compliance while protecting the company's interests."

Document background
A Retroactive Board Resolution is a critical corporate governance tool used in Australian business practice when companies need to formally document and approve actions that have already taken place without proper board authorization. This document type is particularly important in situations where corporate actions were taken with implicit board approval but lacking formal documentation, during emergency situations where immediate action was required, or when administrative oversights need to be corrected. Common scenarios include ratifying contracts signed without formal board approval, confirming appointments made under urgent circumstances, or documenting decisions made through informal channels. The resolution must comply with the Corporations Act 2001 and relevant state legislation, while demonstrating proper consideration of director duties and corporate governance principles. It serves as a legal record that can be relied upon by stakeholders, regulators, and other interested parties.
Suggested Sections

1. Company Details: Legal name of the company, ACN, and registered office address

2. Meeting Details: Date of the current resolution, specification that this is a retroactive resolution, and reference to relevant board powers

3. Background: Context of why a retroactive resolution is needed, including dates of original actions being ratified

4. Attendance and Quorum: Confirmation of directors present/participating and that quorum requirements are met

5. Declarations of Interest: Any relevant director interests that need to be disclosed regarding the matters being ratified

6. Resolutions: Clear, numbered statements of each matter being ratified, with specific dates and details

7. Confirmation of Authority: Statement confirming board's authority to make retroactive resolutions

8. Effect of Ratification: Clear statement of the retroactive effect and its intended scope

9. Execution: Signature block for chairperson or authorized directors

Optional Sections

1. Prior Attempts at Resolution: Include if there were previous attempts to resolve these matters that need to be referenced

2. Third Party Rights: Include if the retroactive resolution affects any third party rights or contracts

3. Legal Advice: Include if legal advice was obtained regarding the retroactive resolution

4. Regulatory Notifications: Include if any regulatory bodies need to be notified of the retroactive resolution

5. Related Party Transactions: Include if the matters being ratified involve related party transactions

6. Director Dissent: Include if any directors dissent from the retroactive resolution

Suggested Schedules

1. Schedule A - Original Documentation: Copies of original documents or evidence of actions being ratified

2. Schedule B - Timeline of Events: Detailed timeline showing original actions and dates leading to this resolution

3. Schedule C - Supporting Documents: Any relevant supporting documentation referenced in the resolution

4. Appendix 1 - Legal Opinion: If obtained, legal opinion confirming validity of retroactive resolution

5. Appendix 2 - Affected Agreements: Copies of any agreements or contracts affected by the retroactive resolution

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

Relevant Industries

Financial Services

Mining and Resources

Healthcare

Technology

Professional Services

Manufacturing

Retail

Energy

Real Estate

Telecommunications

Education

Non-Profit Organizations

Construction

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Compliance

Risk Management

Company Secretariat

Board Support

Executive Office

Regulatory Affairs

Internal Audit

Corporate Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Counsel

Legal Director

Compliance Officer

Board Director

Managing Director

Chief Financial Officer

Corporate Governance Manager

Risk Manager

Executive Director

Non-Executive Director

Board Chairman

Regulatory Affairs Manager

General Counsel

Industries
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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