Governance request template

Board resolution signing request template

A board resolution is a formal written record of a decision passed by a company's directors, signed to confirm it was duly made and agreed.

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What is a board resolution?

A board resolution captures a formal decision made by a company's board of directors, such as approving a bank account, appointing an officer, declaring a dividend or authorising a contract. Recording the decision in writing and having directors sign it shows the resolution was properly made and gives the company a clear paper trail for its records.

In Australian companies, directors often pass resolutions either at a meeting or by circulating written resolutions for signature without meeting. A signed board resolution matters because banks, auditors, regulators and counterparties frequently ask to see evidence that a decision was authorised. Keeping signed resolutions on file supports good governance and helps satisfy record-keeping obligations under the Corporations Act.

When to use a board resolution

Approving the opening or closing of a company bank account or facility
Appointing or removing a director, secretary or public officer
Authorising a contract, loan, guarantee or significant purchase
Declaring a dividend or approving a circulating written resolution

What to include in a board resolution

Company details: full company name and ACN so the resolution is clearly tied to the right entity.
Resolution wording: the precise decision being made, written as a clear, standalone statement.
Meeting or circulation basis: whether passed in a meeting or as a written circulating resolution.
Date and effective date: when the resolution is made and when it takes effect.
Director signatures: each director who is approving, with name and signing date recorded.

Pros and cons of sending a board resolution as a signing request

Pros

Each director gets a private link, so signatures are collected without group email chains
Status tracking shows who has opened, signed or is still outstanding
Automatic reminders chase directors who have not signed before expiry
A completion receipt records who signed and when for your governance file

Cons and things to watch

Cosign does not draft the resolution; you must supply correctly worded wording
Some constitutions or shareholder agreements set specific approval rules to follow
A signed resolution does not replace advice on whether a decision is within power
All required directors must sign for a circulating resolution to be effective

How to send a board resolution with Cosign

Upload your finished board resolution PDF and preview it to confirm the wording and details are correct.
Add each director as a signer with their own private signing link and a clear due date.
Set a 14-day expiry, and add password protection if the decision is sensitive.
Send the request, track opens and signatures, and download the completion receipt once all directors sign.

Board resolution request details

Email subject

Board resolution signing request

Default message

Please review and sign this board resolution.

Signer setup

Board members

Suggested expiry

14 days

Button label

Sign resolution

Best fit

Governance teams

Board resolution FAQs

Are electronically signed board resolutions valid in Australia?

Electronic signatures are broadly recognised under Australian law, and provisions allow company documents to be signed electronically. Whether a particular resolution is validly passed also depends on your constitution and the Corporations Act, so confirm requirements for your company.

Can directors sign a board resolution without holding a meeting?

Many companies pass circulating written resolutions that directors sign without meeting, if their constitution and the Corporations Act permit it. Cosign lets each director sign their own copy via a private link, which suits circulating resolutions.

Is the board resolution kept private when sent through Cosign?

Yes. Each resolution is sent as a private link to named signers and is not indexed by search engines. You can also add password protection for added confidentiality.

How do I know when every director has signed?

Cosign tracks each signer's status, showing opens, previews and signatures. When all directors have signed you receive a completion receipt recording who signed and when.

What happens if a director does not sign before the expiry date?

You can send automatic reminders before the deadline, and the request expires after the set period if not completed. You can then issue a fresh request to any director who still needs to sign.