When a small company decides something significant — approving a borrowing, appointing a director, issuing shares, changing its constitution — the decision only really exists on paper once it is recorded properly. Two Australian sources cover most of what you need: ASIC's guidance on company meetings and resolutions, and the Australian Institute of Company Directors' (AICD) Director Tools guide to board minutes.
This guide walks through what to write, who writes it, and how a resolution differs from an ordinary board decision.
What minutes are for
Board minutes record the decisions of the board. They are not a transcript of every word said in the meeting, and they are not a running account of the discussion that led up to a vote (AICD, Director Tools: Board Minutes). That distinction matters in practice: a minute book that tries to capture every argument becomes long, contested and hard to use, while a minute book that records only outcomes gives you a clean, defensible history of what the company actually decided.
Minutes also do more than summarise. As the official company record of a directors' meeting, minutes are documents a court may examine, and they serve to highlight what directors considered and approved (AICD). The AICD's guidance also notes that, among the statutory requirements that apply to company records, minutes are recorded in English.
ASIC approaches the same topic from the members' side: resolutions are usually made at meetings of company shareholders, and following the rules is what makes the votes and resolutions from a meeting valid (ASIC, "Company meetings and resolutions"). In other words, a decision that is genuinely made but poorly documented is a decision you may struggle to rely on later.
What to capture in the minutes
Assign the role before the meeting starts. Someone needs to be responsible for taking minutes — often the company secretary, or a director in a very small company — and that person should be working from the agenda rather than reconstructing the meeting afterwards.
The AICD guidance is specific about several items that belong in the minutes:
| Element | Why it matters |
|---|---|
| Who was present | Establishes that the meeting was properly constituted |
| The chair | Identifies who ran the meeting |
| Directors who absented themselves | Shows a conflicted director did not take part in the item |
| Proposers and seconders | Shows how each motion was put to the meeting |
| The wording of the resolution and the result | The decision itself, not the debate |
| Documents tabled or relied on | Links the decision to the material behind it |
Where one or more directors need to absent themselves from an item — because they have a personal interest in it — that absence should be recorded, along with the point at which they left and returned (AICD). Recording it is what protects both the director and the decision.
Keep the language plain and past tense: "resolved that", "noted", "approved", "deferred". If a decision was made subject to a condition, say what the condition was. If the board deferred an item, record that too, so the next meeting's agenda can pick it up.
Resolutions: board decisions and member decisions
A small company generally makes two different kinds of formal decision, and it helps not to blur them.
Board decisions are made by directors at a directors' meeting and are recorded in board minutes. These cover the operational and financial decisions directors are responsible for.
Resolutions in the ASIC sense are usually made at meetings of company shareholders or members, and following the applicable rules is what makes the votes and the resulting resolutions valid (ASIC). Special resolutions sit in this category and are used for the more significant changes to a company's own arrangements.
If your company has only one member, ASIC notes that member may pass a special resolution by recording and signing their decision. That removes the need to convene a meeting of one, but the recording-and-signing step is still required — the decision has to be written down and signed, not merely made.
Practically, the sequence for any decision is: put it on the agenda, draft the resolution wording in advance, read it into the meeting, record the proposer and seconder, record the vote, and record the outcome. Drafting the wording first is the single change that most improves minute quality, because it forces the decision to be stated precisely before anyone argues about it.
Keeping the record
Minutes should be stored with the company's other records. ASIC publishes separate guidance on company record keeping, and it is worth reading alongside the meetings guidance so your minute book, registers and financial records are consistent with each other.
Some decisions also have to be reported to ASIC. ASIC's Regulatory Portal is where regulatory documents and transactions are lodged, and where you apply for things such as an Australian financial services licence (ASIC). Whether a particular decision triggers a lodgement — and by when — depends on the decision itself and on the rules that apply to your company, so check the ASIC guidance for that specific item rather than assuming.
Two habits cause most of the problems seen in small-company records. The first is writing minutes long after the meeting, once people's memories have drifted or diverged; write them while the decision is fresh. The second is confirming minutes at a later meeting but never recording that confirmation. If your minutes are confirmed at the next meeting, the minutes of that meeting should record it.
Questions to verify for your company
The published guidance covers the general position, but the details that apply to you depend on your own documents. Before relying on a particular meeting or resolution, confirm:
- Does your company's constitution set out additional or different requirements for calling meetings and passing resolutions?
- Does the decision you are recording need to be made by the board, or by members as a resolution?
- Are the notice requirements for the meeting met, so that the votes and resolutions are valid (per ASIC)?
- Does the decision need to be lodged with ASIC, and is there a time limit for doing so?
- If a director has a personal interest, has their absence been recorded correctly?
- Are the minutes being kept with the company's other records and backed up?
If the answer to any of these is unclear, that is the point to get specific advice rather than to fill in the gap with an assumption.
Next steps
- Build one standard minute template covering the elements in the table above, and use it for every meeting.
- Nominate who takes minutes, and give them the agenda in advance.
- Draft resolution wording before each meeting rather than during it.
- Store signed minutes with the company records and keep a backup copy.
- Check ASIC's company meetings and resolutions guidance for the specific decision you are documenting, including whether anything must be lodged.
General information only
This article is general information about documenting meetings and decisions in an Australian company. It is not legal, tax or financial advice, and it does not account for your company's constitution, structure or circumstances. Requirements can change, and the details that apply to your situation may differ from the general position described here. Verify current requirements with ASIC directly, and speak to a qualified adviser or your accountant before acting on a significant decision.