Are hard copies of board minutes required to be kept?

Nowadays, with all the technological advances many are asking whether companies can keep records of minutes electronically (e.g. PDF version). According to section 251A(1) of the Corporations Act 2001 (‘the Act’), companies must keep minute books with records of:

  • Proceedings and resolutions of meetings of the company’s members and directors meetings
  • Resolutions passed by the members and directors
  • The making of declaration by the director (where the company is a proprietary company with only one director)

Failure to keep minutes books is a contravention of section 251A(5A) of the Act. However, section 1306 of the Act allows companies to keep records of minutes electronically. The only requirement is that such electronic records must be capable of being reproduced into written form.

Is the chair of the meeting required to sign the minutes?

Yes, according to section 251A(2) of the Act, minutes of meetings must be signed by the chair and any electronic copy of the minutes must include a visible copy of the signature. Furthermore, the minutes must be signed within a reasonable time of holding the meeting.

It is important to note the importance of the minutes of meetings, as they may be examined later in court proceedings. It may be beneficial to keep both hard and soft copies of the minutes.

If you require any further information in relation to your company’s board minutes, please do not hesitate to contact us at The Quinn Group on (02) 9223 9166 or submit an online enquiry form today.