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CORPORATIONS ACT 2001 - SECT 251A

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.


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