A director should request the completed document and supporting information before signing a blank or unexplained resolution. If a historical decision is missing from the file, establish what actually happened rather than creating the appearance of a meeting or approval that never occurred.
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ACRA’s enforcement guidance explains the duty to act honestly and exercise reasonable diligence, and its concern about false declarations. Administrative convenience does not justify an inaccurate corporate record.
Ask what the signature will establish
Identify the decision, company, amount or transaction, intended authority and date. Obtain the final text and referenced annexures. Check that the director has sufficient information to assess the proposed action.
A standalone signature page leaves the person unable to verify which terms may later be attached. Keep the signed version complete and controlled.
Example: the bank wants an approval from last month
The company cannot find a resolution for a facility arranged earlier. First collect emails, meeting records, mandates and executed documents. Ask advisers what decision occurred and what corrective steps are appropriate. Do not simply insert a fictional meeting date.
Distinguish current documentation from an invented history
- What decision can the evidence actually establish?
- When was it taken, and by whom?
- Was the proper authority used?
- What remains uncertain or incomplete?
- What current action or explanation is appropriate?
A document executed today can describe an earlier event accurately where properly drafted. That is different from falsely presenting today’s signature as one made earlier. Obtain advice on ratification or corrective records where relevant; they are not automatic cures for every defect.
Resolve pressure from colleagues or service providers
Explain the missing information and request a final version. If the requester says “everyone signs this”, ask how the document relates to the actual company decision.
Escalate concerns about false statements or use of a signature without authority. Preserve correspondence and avoid altering originals to conceal the problem.
Keep a reliable approval trail going forward
Give each approved document a clear version and retain supporting information, decision records and the executed copy. Use controlled access so staff can distinguish a draft from an adopted resolution.
The secretary and directors should agree who maintains the records. Paying a service provider does not mean every document supplied is accurate or that directors can sign without review.
Can a missing record always be recreated with an old date?
No. Establish the facts and obtain appropriate advice before preparing corrective documentation.
Is a short resolution safe to sign without reading?
Read its full terms and supporting documents. Length does not establish accuracy or authority.
Related company resources
Explore our company constitution guide, nominee director services and nominee register guidance.
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