Shareholder Meeting Minutes

If you own a company, you are required by the Corporations Act 2001 (Cth) to keep written records (minutes) of your members’ resolutions and meetings. A Shareholder Meeting Minutes allows you to do this. Your members are entitled to inspect these minutes should the need arise.

Use this Shareholder Meeting Minutes if:

• You need a record of the official meeting, members in attendance, summary of the items discussed, proposed resolutions and outcomes of those resolutions.

What does the Shareholder Meeting Minutes cover?

• Details of the meeting (date, time, location);
• Member in attendance;
• Chair of the meeting; and
• Resolutions proposed and outcomes of these resolutions.

Other names for Shareholder Meeting Minutes include:

• Annual General Meeting.

How important are minutes in a meeting?

Aside from it being a legal requirement under the Corporation Act 2001 (Cth), keeping a record of what happens in company shareholder meetings is an important to keeping track of what has been discussed and decided, and to hold shareholders to account.

Do meeting minutes have to be approved?

Prior to each meeting, the minutes from the previous meeting must be approved by the shareholders and signed by the chair of the meeting. The shareholders should review the minutes and their approval should be recorded in the minutes of the current meeting and entered into the minute book.

How do I write a motion in meeting minutes?

In the business context, a motion is a formal proposal submitted in a meeting for discussion and possible adoption as a resolution.

It is common at shareholders meetings to have motions put forward by shareholders. The minutes should include an overview of the motion put forward, the shareholder who made it, and the outcome.

How should I circulate minutes in a meeting?

Both the chair of the meeting and the shareholder should decide on the best method (e.g. email, Cloud sharing) for circulating the draft minutes. It is good governance for the draft minutes to be circulated within a reasonable time of the meeting, as this will assist in meeting the one-month deadline for entering the minutes in the minute book.

5 tips of creating effective meeting minutes

Effective meeting minutes are not a transcript of every word that was said during the meeting or a record of individual shareholder contributions. However, they can be used as evidence in legal proceedings, and as such care must be taken with the preparation of the minutes.

Some useful tips include:

1. Get the agenda

Before the meeting, it is important you get a copy of the agenda and make an outline of the items being discussed. This helps save time and ensures you the right information is being recorded.

2. Don’t record everything

Effective minutes do not record all that was said in the meeting. It is important to keep an ear out for the agenda items being discussed and only record the information relevant to that discussion, and be able to differentiate between statements of facts and opinions.

3. Use a ready made format

Using a template rather than a blank page can help brings order, consistency and completeness to your minutes. LawPath offers ready to use templates for your shareholder meetings.

4. Keep it clear and simple

The final edit of the minutes should be worded in a clear and simple language for the benefit of others. The language should be understandable, concise and objective throughout.

5. Proofread

Accuracy is one of the main responsibilities of the person taking the minutes. Before the minutes are circulated and lodged, it is important the accuracy of the recorded information is confirmed.

Other documents you may need:

• Resolution of Members
• Register of Members
• Shareholder Accession Deed