Whether plaintiff was appointed as a director of first defendant in November 2025
Whether second defendant was appointed as a director of the first defendant in March 2025 and/or November 2025
Requirements for valid appointment as a director
Quick Take
1A resolution purporting to appoint a new director signed by only one of two incumbent directors is ineffective where the company's constitution requires all directors to participate in or be notified of the decision, even if the resolution was signed on behalf of the non-participating director by the appointee himself.
2The question whether s 201D of the Corporations Act 2001 (Cth) requires a signed written consent as a precondition to valid appointment of a director (rather than merely exposing the company to strict liability) was left open, with the court noting competing authorities including One Tree Agriculture Pty Ltd v Lye [2025] FCA 126 and Savoy v Insurance and Care NSW [2020] NSWSC 133.
3On the facts, failure to lodge appointment documents with ASIC and absence of signed originals did not invalidate an appointment where the court was satisfied on the balance of probabilities that the resolution and consent had been executed, assessed by reference to contemporaneous documents, objective facts, and Jones v Dunkel inferences drawn from the opposing party's failure to call a key witness.
