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Section 251A(1) to (5) Corporations Act 2001

Section 251A(1) to (5) of the Corporations Act 2001 (Cth) is ‘Minutes’ and is extracted below.

If you require the services of a criminal defence team that specialises in corporate crime and compliance, call Sydney Criminal Lawyers today on (02) 9261 8881 to arrange a consultation.

Our criminal defence lawyers are vastly experienced in advising and representing corporations and individuals who are facing investigations for regulatory issues and proceedings for criminal offences, and our expertise in serious and complex cases means you can rest assured of receiving the most effective legal representation whatever your situation may involve.

The Legislation

Section 251A(1) to (5) of the Corporations Act 2001 (Cth) is Minutes and reads as follows:


(1) A company must keep minute books in which it records within 1 month:

(a) proceedings and resolutions of meetings of the company’s members; and

(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors); and

(c) resolutions passed by members without a meeting; and

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director–the making of declarations by the director.

Note: For resolutions and declarations without meetings, see sections 248A, 248B, 249A and 249B.

(2) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

(a) the chair of the meeting;

(b) the chair of the next meeting.

(3) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

(4) The director of a proprietary company with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

(5) A company must keep its minute books at:

(a) its registered office; or

(b) its principal place of business in this jurisdiction; or

(c) another place in this jurisdiction approved by ASIC.

The penalties                                                                                                              

The maximum penalty for the offence of Minutes is:

30 penalty units (a Commonwealth penalty unit is currently $210).

However, it should be kept in mind that maximum penalties are reserved for the most serious cases.

Your legal team will be able to advise you of the essential elements the prosecution would need to prove in order to establish the offence, whether those elements are capable of being established in your particular situation, the most effective and efficient way forward and the likely outcome.

Why Sydney Criminal Lawyers®?

Choosing the right legal team to defend your reputation and interests can be a difficult process.

However, it is always important to look at a firm’s experience and results when making this decision.

At Sydney Criminal Lawyers®, we have extensive experience defending and winning some of the most complex criminal matters – so you can rest assured that you are in safe hands.

Our criminal law specialists will take the time in every case to carefully scrutinise all the evidence in order to identify problems with the prosecution case at an early stage in the proceedings.

Where issues are found, our lawyers will write to the prosecution asking to have the charges dropped on this basis – often sparing our clients the considerable time and expense associated with defended hearings.

However, should your matter proceed to court, our senior lawyers will represent you and present a strong defence case to maximise your chances of being found ‘not guilty.’

Our senior lawyers are highly skilled advocates who have been recognised for their expert knowledge of the criminal law, as well as their ability to obtain excellent results in difficult cases.

We can assist you in avoiding the harsh penalties imposed by the law if you simply wish to plead guilty – in these cases, our experienced advocates can prepare and present compelling sentencing submissions which focus on any positive factors of your case.

For the best defence in your case, get the experts on your side today. Call us now on (02) 9261 8881 and book your FREE first conference with our criminal law specialists.

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