Check the minute book against the statutory recording and signing rules
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the minute book and the meetings and resolutions in the file, list anything not recorded within one month, any minutes not signed as the section requires, and where the book is kept. Do not rewrite the minutes.
- What the lawyer must review
- The lawyer decides whether the record is complete, who must sign, and whether the place the book is kept is one the section allows.
- Written for / version
- US
Open a jurisdiction version of this task to see which instruments apply: US
Who does what
| Role | What they do |
|---|---|
| Assistance | From the minute book and the meetings and resolutions in the file, list anything not recorded within one month, any minutes not signed as the section requires, and where the book is kept. Do not rewrite the minutes. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Within one month, record proceedings and resolutions of members' meetings, proceedings and resolutions of directors' meetings including a committee of directors, resolutions passed by members or directors without a meeting, and, for a proprietary company with only one director, declarations by that director.
- Minutes of a meeting are signed within a reasonable time by the chair of that meeting or the chair of the next meeting. Minutes of a resolution without a meeting are signed by a director within a reasonable time after it is passed. A sole director signs the minute of a declaration within a reasonable time after making it.
- Keep the minute books at the registered office, the principal place of business in this jurisdiction, or another place in this jurisdiction approved by ASIC.
- An offence based on those duties is an offence of strict liability. A minute recorded and signed in this way is evidence of the proceeding, resolution or declaration unless the contrary is proved.
Sources
- Corporations Act 2001 (Cth) s 251A · 2026-10-22
These are suggested working checks. Confirm the required checking with the responsible lawyer before work starts; the checking approach does not establish permission to use AI.