The law requires every company to keep a minute book in which it records within 1 month:
- signed proceedings and resolutions of meetings of the company's members;
- signed proceedings and resolutions of directors' meetings;
- signed resolutions passed without a meeting; or
- signed declarations made by a sole director/member.
How much detail should I include?
It is usual and good practice, for only the resolution that is finally passed, to be recorded in the minutes. The content of board minutes has played an important role in a number of high profile court decisions, including ASIC's prosecution of the directors of James Hardie Industries Ltd and Centro Properties Ltd.
Company directors should be mindful of the following points:
- minutes must be recorded within one month and signed off the by the chair of the meeting;
- directors are responsible for ensuring the accuracy of minutes and should diligently review draft minutes prior to adoption; and
- any inaccuracies should be rectified immediately.
More Cleardocs information on related topics
You can read earlier ClearLaw articles on a range of governance-related topics.
Further information on your company and the law is available from the Australian Securities & Investments Commission.