Commonwealth Consolidated Acts Commonwealth Consolidated Acts(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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