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Board Minutes are the official written record of what happens during company board meetings in Australia. They capture key decisions, discussions, and votes made by directors, serving as the legal proof of corporate governance and decision-making.

Under the Corporations Act 2001, Australian companies must keep accurate minutes for at least seven years. Good minutes protect directors by showing they've met their duties, help resolve disputes about what was decided, and provide essential evidence for regulators, auditors, and courts when reviewing company actions.

Create Board Minutes immediately after every board meeting - from regular quarterly sessions to special emergency gatherings. Australian law requires these records for all formal board discussions, especially when making significant decisions about finances, strategy, or leadership changes.

Take extra care to document meetings that involve major company changes like mergers, property deals, or executive appointments. Detailed minutes become crucial during ASIC investigations, legal disputes, or when proving director compliance with the Corporations Act. They're also essential when seeking loans, dealing with shareholders, or preparing for company audits.

• Company Minutes: Standard format for regular board meetings, focusing on routine business decisions and quarterly updates
• Corporate Minutes: More detailed version used for major corporate decisions like mergers or capital raising
• Business Meeting Notice Agenda And Minutes: Comprehensive package combining pre-meeting notice, structured agenda, and detailed minutes in one document, ideal for AGMs and special meetings

• Company Secretary: Responsible for drafting and maintaining Board Minutes, ensuring accuracy and proper filing under the Corporations Act
• Board Directors: Review and approve minutes, rely on them as evidence of their decision-making and compliance with duties
• ASIC Regulators: Access minutes during investigations or compliance checks
• External Auditors: Reference minutes when reviewing corporate governance and financial decisions
• Shareholders: May inspect minutes to understand board decisions affecting their investments
• Legal Counsel: Uses minutes as evidence in disputes or when advising on corporate matters

• Meeting Details: Record date, time, location, and all attendees' names and roles
• Agenda Items: Gather the meeting agenda and any pre-distributed materials
• Quorum Check: Confirm and note that enough directors are present under your constitution
• Key Decisions: Note all motions, who proposed them, voting outcomes, and any dissenting views
• Supporting Documents: Collect copies of reports, financial statements, or presentations discussed
• Action Items: List agreed tasks, responsible persons, and deadlines
• Review Process: Draft within 48 hours while memory is fresh, circulate to board for accuracy check

• Meeting Identification: Company name, ACN, meeting type, date, time, and venue
• Attendance Record: Names of directors present, apologies, and any guests or advisors
• Quorum Statement: Confirmation that meeting meets constitutional requirements
• Previous Minutes: Confirmation of prior meeting's minutes as true record
• Directors' Interests: Declarations of any conflicts per Corporations Act
• Resolutions: Exact wording, proposer, seconder, and voting outcome
• Closure Details: Meeting end time and next meeting date
• Authentication: Chair's signature and date of signing

Board Minutes and Board Resolution serve different but complementary roles in corporate governance. While Board Minutes provide a comprehensive record of everything discussed in a meeting, a Board Resolution captures only the formal decision on a specific matter.

• Documentation Scope: Board Minutes cover all meeting activities, including discussions, questions, and debates. Board Resolutions focus solely on the final decision and its terms
• Legal Purpose: Minutes serve as the official record of board activities and protect directors by showing due diligence. Resolutions are standalone documents used to authorize specific actions
• External Use: Banks, regulators, or business partners often request Resolutions as proof of authority for specific actions, while Minutes primarily serve internal governance needs
• Timing: Minutes are created after every board meeting, while Resolutions are drafted only when formal authorization of specific actions is needed