The word “minutes” derives from corporate law and now has formed an everyday part of the lexicon and it refers to the record of resolutions, and matters discussed and decided upon at company meetings such as shareholder and directors meetings. All proceedings and resolutions of members’ and directors’ meetings, and resolutions passed and declarations made without meetings, are required to be recorded in the company’s minute books within one month as a required by corporate law. Therefore minutes are an essential component of record keeping in the operations of a company. Consultation to receive legal advice from a Commercial Lawyer may be immensely beneficial to fully understand issues relevant to minutes.
The minute books are to be retained at the company’s registered office, its principal place of business in this jurisdiction, or another place approved by ASIC. All minutes are required to be signed within a reasonable time by the chairman. A minute that is recorded as signed is prima facie evidence of the proceeding, resolution or declaration. The minute book may be transcribed from rough minutes taken at the meeting. However, care and diligence must be exercised in preparing minutes because falsification and inaccurate bookkeeping in company books is a serious offence. The inclusion of false or misleading statements in minutes is an offence under corporations law and it is also an offence under that provision to authorise the making of false or misleading statements in minutes. This importance of minutes is based on the notion that the records of a company are crucial for decision making and form the foundations on which its future affairs are based. Holistic and sound legal advice in from a Commercial Lawyer may be of great utility understanding the obligations and importance of minutes.
The minutes will normally record the following types of information to include the type of meeting (directors’, members’ or shareholders’), time, date and place, attendance, including identity of chairperson, apologies, minutes of previous meeting, business transacted (motions proposed, carried and not carried), and closure. In relation to listed companies, proxy appointments and votes must be recorded in the minutes in certain circumstances. If the resolution is decided by a show of hands, the listed company must minute the total number of proxy votes where the proxy appointment specified that the proxy to vote for the resolution, vote against the resolution, abstain, and vote at the proxy’s discretion. If the resolution is decided on a poll, the information above must be minuted and, additionally, the total number of votes cast on the poll in favour of the resolution, against the resolution, and abstaining on the resolution. Sound legal advice from a skilled Commercial Lawyer may be advantageous in this respect.
The members of a company are entitled to inspect the minute books without charge. Copies of entries in these books may be requested in writing by members and time limits apply for the sending out of such copies. Payment can be requested for copies, which cannot exceed the prescribed amount. Yet it is important to note that the recording of the resolution into the minutes does not determine the validity of the resolution. Professional legal advice in from a Commercial Lawyer may be of great assistance in explaining all issues and considerations regarding minutes.
If you would like further information or wish to discuss your regarding minutes matter with us please do not hesitate to contact us by telephone on (02) 9233 4048 or by email to email@example.com. Please peruse our "Locations" tab to see our other branch locations.
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