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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.

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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. 

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