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This Minutes of Shareholders' Meeting document (often called a Minutes of Members' Meeting document) is for use to record the proceedings of a meeting of the members of a company (also known as the shareholder(s)) of a company.
If members are passing a resolution without having a meeting, use our Members' Resolution (for Private Company) instead. If the resolution is being passed by the directors of the company, without having a meeting, use our Directors' Resolution document instead. If the resolution is being passed by Directors at a meeting, use a Minutes of Directors' Meeting document.
Members' meeting or directors' meeting
When we refer to members of a company, we are talking about the shareholders. The two terms are interchangeable. So this Minutes of Members' Meeting document is for use when there is a meeting of the members (in other words, a meeting of the shareholders). At the meeting, a number of resolutions might be passed. Passing a resolution effectively means that the company has decided to do something.
Under the Corporations Act 2001 (Commonwealth), (the "Act"), most of the decisions that affect a company need to be made by a resolution. A company's constitution and/or Shareholders' Agreement (if the company has a shareholders' agreement) might also set out what sorts of decisions need to be made by resolution. Some decisions can be made by the company directors, and some need to be made by the company members.
Generally speaking, directors' resolutions relate to the day to day running of a company. For example, a decision to enter a particular contract, or to grant or revoke somebody's signing authority, might be able to be made by directors' resolution.
On the other hand, members' resolutions may be required for decisions that relate to the fundamental details of the company, rather than day to day business matters. For example, decisions relating to the following matters generally require a members' resolution rather than a directors' resolution:
However, different rules may apply to different types of company. In addition, the company constitution and shareholders agreement (if there is a shareholders agreement) might also say something about how certain decisions must be made (ie whether they should be made by directors or members, and by ordinary resolution or special resolution). Therefore, if in doubt, seek legal advice.
This document is intended for use in the case of members' meetings. It is not appropriate for directors' meetings (use our Minutes of Directors' Meeting document for those matters instead).
Meeting or no meeting
This document is for use when the company members have a meeting. In some cases, company members may be able to pass resolutions without having a meeting (in which case, our Members' Resolution (for Private Company) document should be used instead).
Special resolution or ordinary resolution
It is also worth noting that for multi-member companies, there are several different types of resolution which may be passed by the company (at members' meetings):
Further information is available from the Australian Securities and Investments Commission.
How to use this document
This document may be used for private or public companies and provides a basic template for the recording the proceedings of a members' meeting. However, to ensure that the document is legally effective, it may be necessary to consider relevant rules which apply to the company.
As previously discussed, it is important to first consider any legal requirements which may apply, depending on the nature of the company or the types of resolution(s) that are being passed. These requirements may be set out in the Act and further information may be provided by the Australian Securities and Investments Commission.
Make sure that the matters with which the company is dealing can actually be handled at a members' meeting (rather than at a directors' meeting). Also consider whether the company constitution and any shareholders' agreement permits the matters to be handled at a members' meeting.
This document will need to be signed by the chairperson.
In addition, for many types of resolution, the Australian Securities and Investments Commission requires specific forms to be lodged. Further information, as well as links to the relevant forms, are available on the webpage of the Australian Securities and Investments Commission.
If there are any concerns, seek legal advice.
The Corporations Act 2001 (Commonwealth) applies to many company matters, including members' meetings.
Before a meeting can be validly held, the members must have been given adequate notice of the meeting. Our Notice to Call Members' Meeting may be used for this. Section 249H of the Act requires at least 21 days' notice, with some exceptions. The company's constitution may set a longer notice period. The company constitution and/or shareholders' agreement (if there is one) may set additional requirements for notifying members of an upcoming meeting, including how notice is to be given (eg by email or in writing to a specified address).
In order for the meeting to be validly held, a quorum must also be present at the meeting. A 'quorum' refers to the minimum number of members that need to be in attendance (either in person or remotely) in order for the meeting to be valid. Under section 249T of the Act a quorum for members' meetings is 2 members and they must be present for the duration of the meeting. The company constitution may also specify that a quorum is comprised of a different number of members.
Section 251A of the Act requires that a company keeps minute books which it updates within one month of a meeting being held.
In some cases, the Income Tax Assessment Act 1936 (Commonwealth) may also apply, for example when dealing with a public officer.
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