Corporations Act 2001

CHAPTER 2G - MEETINGS  

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

Note: This Part does not apply to a CCIV or its members. Instead, section 1228A applies a modified version of Part 2G.4 .

SECTION 251A   MINUTES  

251A(1)    
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 .

251A(2)    
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.

251A(3)    
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.

251A(4)    
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.

251A(5)    
A company must keep its minute books at:

(a)    its registered office; or

(b)    its principal place of business in this jurisdiction; or

(c)    another place in this jurisdiction approved by ASIC.

251A(5A)    

An offence based on subsection (1) , (2) , (3) , (4) or (5) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

251A(6)    
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.