Reading time: 5 minutes

Corporate minutes refer to the notes that are taken and recorded during meetings. Minutes will usually outline everything discussed at a board or shareholder meeting, including critical discussions, motions proposed, resolutions passed, and activities to be completed beyond the meeting. Essentially, corporate minutes keep an accurate record of meeting proceedings.

This article will explain why corporate minutes are important, what you should include in your minutes and how to write them efficiently.

Why Are Corporate Minutes Important?

Corporate minutes are essential because they are a legal requirement that ensures accountability. Having an accurate record of the contents of a meeting is part of maintaining a good corporate governance process. Further, corporate minutes provide a valuable tool for companies to refer to when needing clarification about prior discussions. Essentially, they provide an accurate and impartial record of all business conducted at a meeting.

In addition, minutes are important because they provide legal protection in a lawsuit or an audit. For instance, by having an indisputable record of all decisions they make, companies can protect and defend themselves in the event of a dispute or claim. Therefore, minutes serve as a record of all decisions a company makes, providing a history of a company’s strategic choices and its authority to take certain actions.

Preparing and keeping minutes of board and shareholder meetings are a legal requirement in Australia. The Corporations Act states that every company must keep minute books and record meeting minutes within one month of the meeting taking place. 

What to Include in Minutes

You should endeavour to include certain key points to ensure that your minutes include all the most essential details of a meeting.

As a starting point, you should record:

  • the date and time of the meeting;
  • the meeting location;
  • attendance details at the meeting;
  • the purpose of the meeting;
  • key items on the agenda;
  • details of any resolutions proposed and passed; and
  • any actionable items.

Minutes do not need to include every single detail. Instead, they should summarise significant decisions made and note all points of substance.

You should keep corporate minutes the same way as all other corporate records. They are a helpful tool for the board of a company to reflect on its strategic history and growth.

Directors' Duties Complete Guide

If you are a company director, complying with directors’ duties are core to adhering to corporate governance laws.
This guide will help you understand the directors’ duties that apply to you within the Australian corporate law framework.

Download Now

How to Write Corporate Minutes

The first step to writing corporate minutes is to prepare adequately. Usually, a designated person (often the company secretary) will record the minutes. Before the meeting, the minute taker should write down who they expect in attendance and the meeting agenda. This will aid in conducting the meeting. It is also common to use a template for taking meeting minutes.

At the meeting, the minute taker should only write down points of substance to avoid recording anything unnecessary. They should also seek to write who makes certain points, which might be done by using speakers’ initials.

If you are responsible for taking meeting minutes, it is essential to clarify points if necessary. Often, a meeting might progress onto the next agenda item without a clear decision being made on the previous item. Therefore, it is best practice to clarify the outcome of the decision before moving on to the next topic.

In addition, the chair of the meeting will need to sign the minutes. The chair will also need to sign a declaration that the minutes represent an accurate record of the meeting for future reference. Consequently, it is up to the company directors to ensure minutes are accurate before the chair of the meeting signs them.

Mistakes to Avoid in Corporate Minutes

When taking minutes, there are a few simple issues to avoid. These are:

  • being ambiguous;
  • including information that has the potential to be legally harmful; or
  • waiting too long to produce the meetings after the meeting.

When writing minutes, you should remember that minutes are an official record and a legal document. Avoiding these common mistakes will help ensure your minutes are well-written and suitable for record-keeping purposes.

Key Takeaways

Corporate minutes are a vital part of business processes because they:

  • are a legal requirement;
  • provide legal protection in the instance of a lawsuit or an audit; and
  • serve as a useful record-keeping tool. 

If you need assistance with your business processes, LegalVision’s experienced business lawyers can help. You can contact them on 1300 544 755 or by filling out the form on this page.

Frequently Asked Questions

What are corporate minutes?

Corporate minutes refers to the notes that are taken and recorded during meetings. Minutes will usually outline everything discussed at a corporate meeting, including important discussions, motions proposed, resolutions passed, and activities to be completed beyond the meeting.

Why are corporate minutes important?

Corporate minutes are essential because they are a legal requirement and ensure accountability. In addition, having an accurate record of the contents of a meeting is part of maintaining a good corporate governance process and provides a valuable tool for companies to refer to when needed. 

Webinars

Redundancies and Restructuring: Understanding Your Employer Obligations

Thursday 7 July | 11:00 - 11:45am

Online
If you plan on making a role redundant, it is crucial that you understand your employer obligations. Our free webinar will explain.
Register Now

How to Sponsor Foreign Workers For Your Tech Business

Wednesday 13 July | 11:00 - 11:45am

Online
Need web3 talent for your tech business? Consider sponsoring workers from overseas. Join our free webinar to learn more.
Register Now

Advertising 101: Social Media, Influencers and the Law

Thursday 21 July | 11:00 - 11:45am

Online
Learn how to promote your business on social media without breaking the law. Register for our free webinar today.
Register Now

Structuring for Certainty in Uncertain Times

Tuesday 26 July | 12:00 - 12:45pm

Online
Learn how to structure to weather storm and ensure you can take advantage of the “green shoots” opportunities arising on the other side of a recession.
Register Now

Playing for the Prize: How to Run Trade Promotions

Thursday 28 July | 11:00 - 11:45am

Online
Running a promotion with a prize? Your business has specific trade promotion obligations. Join our free webinar to learn more.
Register Now

Web3 Essentials: Understanding SAFT Agreements

Tuesday 2 August | 11:00 - 11:45am

Online
Learn how SAFT Agreements can help your Web3 business when raising capital. Register today for our free webinar.
Register Now

Understanding Your Annual Franchise Update Obligations

Wednesday 3 August | 11:00 - 11:45am

Online
Franchisors must meet annual reporting obligations each October. Understand your legal requirements by registering for our free webinar today.
Register Now

Legal Essentials for Product Manufacturers

Thursday 11 August | 11:00 - 11:45am

Online
As a product manufacturer, do you know your legal obligations if there is a product recall? Join our free webinar to learn more.
Register Now

About LegalVision: LegalVision is a commercial law firm that provides businesses with affordable and ongoing legal assistance through our industry-first membership.

By becoming a member, you'll have an experienced legal team ready to answer your questions, draft and review your contracts, and resolve your disputes. All the legal assistance your business needs, for a low monthly fee.

Learn more about our membership

Need Legal Help? Submit an Enquiry

If you would like to get in touch with our team and learn more about how our membership can help your business, fill out the form below.

Our Awards

  • 2020 Innovation Award 2020 Excellence in Technology & Innovation Finalist – Australasian Law Awards
  • 2020 Employer of Choice Award 2020 Employer of Choice Winner – Australasian Lawyer
  • 2020 Financial Times Award 2021 Fastest Growing Law Firm - Financial Times APAC 500
  • 2020 AFR Fast 100 List - Australian Financial Review
  • 2021 Law Firm of the Year Award 2021 Law Firm of the Year - Australasian Law Awards
  • 2022 Law Firm of the Year Winner 2022 Law Firm of the Year - Australasian Law Awards