Corporations Act 2001

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

proceedings and resolutions of meetings of the company’s members; and

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

resolutions passed by members without a meeting; and

resolutions passed by directors without a meeting; and

if the company is a proprietary company with only 1 director—the making of declarations by the director.

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

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

the chair of the meeting;

the chair of the next 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.

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.

A company must keep its minute books at:

its registered office; or

its principal place of business in this jurisdiction; or

another place in this jurisdiction approved by ASIC.

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

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

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.