Commonwealth Numbered Acts
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CORPORATIONS ACT 2001 - SECT 251A
(1) A company must keep minute books in which it records within 1 month:
- proceedings and resolutions of meetings of the company's members; and
- proceedings and resolutions of directors' meetings (including meetings of
a committee of directors); and
- resolutions passed by members without a meeting; and
- resolutions passed by directors without a meeting; and
- if the company is a proprietary company with only 1 directorthe
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:
- the chair of
- 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:
- its registered office; or
- its principal place of business in this jurisdiction; or
- another place in this jurisdiction approved by ASIC.
(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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