Shareholder Meeting Minutes

If you own a company, there are a range of circumstances that require shareholder meetings and resolutions to be held. Subsequently, each time company shareholders meet, a Shareholder Meeting Minutes must be written up. The requirement to keep track of Shareholder Meeting Minutes is a requirement under Australian legislation, specifically the Corporations Act 2001 (Cth). Thus, creating Shareholders Meetings Minutes is an important aspect of your companies governance. It ensures that your company is acting in accordance with its requirement to keep transparent records of shareholder meetings and resolutions.

What are Shareholder Meeting Minutes?

Shareholders Meetings Minutes is a written document that records all actions, decisions and resolutions made during a shareholder meeting. Therefore, the Shareholder Meeting Minutes are used as a record of all points of a decision of the meeting. The Minutes will set out the meeting agenda, or the resolutions discussed, as well as their outcome. The Minutes may also state that some resolutions discussed will continue to be discussed in the next meeting. A Shareholder Meeting Minutes will be particularly important to keep a record of all annual meetings of shareholders, general meetings and special meetings. Importantly, each and every time a shareholders meeting takes place, a record of the minutes must be taken. This is a legal requirement under the Corporations Act 2001 (Cth) as all shareholders hold the right to request an inspection of the Shareholder Meeting Minutes.

Other names for Shareholder Meeting Minutes

Shareholder meeting minutes can also be known as Annual General Meeting Minutes, Annual Meetings Minutes and Annual Shareholder Meeting Minutes.

Why use Shareholder Meeting Minutes?

Shareholder meeting minutes should be used if:

• You need a record of the official meeting, members in attendance, summary of the items discussed, proposed resolutions and outcomes of those resolutions.
• Your company is conducting its first meeting, general meeting, special meeting or annual meeting.

What does the Shareholder Meeting Minutes cover?

Details of the Meeting

The Shareholder Meeting Minutes should state the company name, including the company's ACN. It should also outline which class of shareholders were present at the meeting, as well as the time, date and location of the meeting. In general, the bylaws of the company will specify the timing and location of meetings, such as annual meetings.

Members in Attendance 

Each member that was in attendance at the shareholder meeting must be duly recorded on the Meeting Minutes record. This will include the first and last names of the present shareholders. This section of the Minutes can also state whether the shareholder was present in person or by proxy at the meeting. The Minutes may also stipulate the number of shares, held by the shareholders, that were present at the Meeting.

Chairperson and Quorum

The first and last name of the designated chairperson for the meeting must also be expressly recorded. The chairperson of the meeting will expressly report the findings and resolutions of the Shareholder Meeting Minutes back to the Board of Directors. The chairperson must confirm and record that a quorum was present during the meeting (minimum number of shareholders were present). If a Secretary of the meeting is appointed, their name should also be recorded. The Secretary must confirm and record that sufficient notice of the meeting was given, or was that notice was alternatively waived by the shareholders.

Details of Resolutions Proposed and Outcomes

Each resolution that is discussed in the meeting must be recorded into the Shareholder Meeting Minutes. This means that regardless of whether the resolution is passed or declined, that resolution details shall nevertheless be recorded. For instance, if the Board of Directors must be chosen for the ensuing year, the resolution should state the name and number of votes each candidate received and whom is chosen to serve in the following year. The resolutions should also state which matters or decisions will need to be addressed at the next meeting.

Importance of Shareholder Meeting Minutes

Aside from it being a legal requirement under the Corporation Act 2001 (Cth), keeping a record of what happens in company shareholder meetings is important to keeping track of what has been discussed and decided, and to hold shareholders to account. The matters discussed in shareholder meetings can be large decisions for the company to make. Thus, keeping track of the decisions made by equity holders is imperative to the successful running of any company. 

After each shareholders meeting, a copy of the minutes must be delivered to each and every stakeholder in the company.

Commonly Asked Questions

What is usually discussed in these Meetings?

At the very least, the general focus on many shareholder meetings is to discuss company matters and objectives, including:

• The election of directors,
• ​Executive compensation,
• Business objectives, proposals and policies,
• Review of company finances and financial statements.

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 for 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 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.

Related Documents

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