Corporations Act 2001
[ CCH Note: Pt 2G.3 will be amended by No 8 of 2022, s 3, Sch 2, by inserting the note, (effective 1 July 2022). The note will read:
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. 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.
[ CCH Note: S 251A(5) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " the Registrar " for " ASIC " in para (c) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
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 .
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.