Section 251A — Corporations Act 2001: Minutes

(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. (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. (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. (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. (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. (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. (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.