THE CORPORATIONS LAW

CHAPTER 2G - MEETINGS

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PART 2G.3 - MINUTES AND MEMBERS' ACCESS TO MINUTES

SECTION 251A   MINUTES  

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251A(1)  (Company must keep minute books)  

A company must keep minute books in which it records within 1 month:

(a)  proceedings and resolutions of meetings of the company's members; and

(b)  proceedings and resolutions of directors' meetings (including meetings of a committee of directors); and

(c)  resolutions passed by members without a meeting; and

(d)  resolutions passed by directors without a meeting; and

(e)  if the company is a proprietary company with only 1 director - the making of declarations by the director.

Note:

For resolutions and declarations without meetings, see sections 248A, 248B, 249A and 249B.

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251A(2)  [Minutes to be signed]  

The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

(a)  the chair of the meeting

(b)  the chair of the next meeting.

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251A(3)  [Resolution without a meeting]  

The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

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251A(4)  [1 director company]  

The director of a proprietary company with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

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251A(5)  [Where minute books to be kept]  

A company must keep its minute books at:

(a)  its registered office; or

(b)  its principal place of business in Australia; or

(c)  another place approved by ASIC.

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251A(6)  [Evidence]  

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

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