What's your preference - Minutes or Resolutions and WHY

Hi Everyone,
With company documents, ie: solvency declaration, appointment of directors, share transfers etc, do you use Minutes or Resolutions and why do you choose this option?

Thanks very much

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For us, it ultimately depends on the transaction and the number of directors involved.

Typically, where possible, we’ll prepare minutes by default as it means there’s usually just the one signatory (annual reviews) and helps with keeping the DocuSign process simple.

With many directors of companies not working in the same building - or indeed residing in the same town/state, or country - requiring every director to sign would be time consuming and aggravating for many clients. Half the time in the past you might not get completed resolutions regardless, as some simply would never sign.

Minutes can be handy wherever possible, which is why we’ve opted for them as the default.

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Agree with everything Laneth said.

We also default to minutes, but use discretion for occasions when a resolution may be more appropriate.
This would generally be situations where we want it to be clear that every director has agreed to a decision, particularly when directors are not getting along well or if there is a possibility of a dispute later on!

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Very interesting question. I could write a very long answer to this.
I tend to flip flop between the 2. For address changes which is highly administrative, I tend to use minutes so that the documentation can mostly be signed by just one director. For more important decisions, deregistrations, capital raisings, directorship changes & even solvency resolutions, most of the time we choose Resolutions to force all (or a majority) of the directors to agree and sign. Otherwise, you never really know if a decision was actually validly passed. One director could sign a Minute and no meeting was held and the other directors have no idea (and of course we all know no meeting was actually held). At least with Resolutions you can be sure the other directors know about the decision. I tend to choose proper corporate governance over administrative convenience. For changes that need a form lodged we always wait for signed Resolutions/Minutes, but we don’t always receive the signed Solvency Resolution for the ACS.

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Hi Viola,
Thanks so much for your response.
Can I please pick your brain a little further. As you wait for the signed resolution to be returned before lodging the ASIC form, do you have the ASIC form prepared and just change the date when the resolution is returned?
Thanks Again.
Monique

I always wait for signed forms before lodging too. Every time I have been asked to lodge something unsigned, without fail it becomes an issue and the lodgement has to be changed :tired_face: Getting documents back has been less of a problem since we starting using DocuSign because most people have access to email wherever they are! I find I don’t have to chase as many people, and most people sign quicker. I do chase people to return forms on time though. If they are overdue and still unsigned I send replacements, unless of course, the date has to be a particular date and in that case they just have to wear the fine!
If documents are signed after the due date I will go back to the client and ask them if they want me to issue new documents to avoid a fine. They generally say yes and hopefully return them quicker the second time.
Some clients are just hopeless and won’t return anything so in this case I speak to the accountant and see if we can find an opportunity to get the documents signed when the accountant is having a meeting with the client.

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Monique
We send out the Resolutions and Form out to clients for signature and always communicate the deadline date. Some clients return quickly and others take forever and you have to chase.
I’m not asked to lodge forms before receiving the signed docs because they know what my response will be. Sometimes if the effective date is not significant I’ll reproduce the docs with a revised date to avoid the late fee, but will still get them signed.
I prefer to try to always lodge the form that was signed and match the trace numbers. I prefer not to revise and reproduce the forms after they are signed. Some clients cop late fees but they eventually learn!

Anne and Viola,
Thanks very much for your response.
Sorry I’m not explaining myself very well. As the changes don’t take effect until the last person has signed the resolution, this date must be the date of change on the ASIC form.
So if we are to follow the corporations act we really should be sending out all documentation minus the ASIC form. Once those documents come back, the ASIC form needs to be prepared using the date of change being the date the last person signed the resolution.
I gather from your responses that you send the ASIC form out with all the other paperwork to be signed? As you don’t know what that date will be, how do you prepare the ASIC form undated?
Thank you.
Hope this isn’t too confusing
Monique

Hi Monique, I always send the dated ASIC form with the resolution. From what you have said, this is not correct practice, but I don’t think it’s possible to prepare an ASIC form without dates and sending the documents separately would create too much extra work. Perhaps you can get around this by having the ‘date of effect’ within the resolution text? Maybe for this reason it is better to prepare a minute, even though we know the meeting usually doesn’t take place! Interested to hear Viola’s response :slight_smile:

Thanks very much for your response Anne. Yes I’m interested in Viola’s response also.

We only use a resolution when there is one director as when there is more than one there needs to be a meeting.

When there is only one director you can’t have a meeting with yourself.

Interesting comments…
In an ideal world a company would pass a resolution whether that is via a duly convened meeting of directors or via a written resolution. You would then have a decision and an effective date to base the subsequent preparation of an ASIC form. This would be appropriate corporate governance and the intention of the Corporations Act. This is the sequence of events that I followed when I was Company Secretary in my previous roles. Now that I’m at an accounting firm and we are processing volume and managing 1000’s of clients company changes the proper sequence is a little screwed and I don’t necessarily like it. We produce the ASIC form and the Minute/Resolution at the same time and unless the client has a specific effective date that they advise us, we use the current date in order to allow us 28 days to have the signed form returned within the timeframe. There is now more emphasis on the ASIC form and less on the Minute/Resolution/Decision. It would not be practicable to do it as a 2 step process, unless we were dealing with a big transaction etc.

Hi Sam
It is common for company constitutions to allow for decisions to be passed by Written Resolutions signed by all or majority of directors. It is effective when the last director signs.
A meeting of directors is not always required to pass resolutions.

Hi everyone,

Just joined the CAS community as we have recently migrated to 360 and still learning the 360 features.

One of my colleagues raised this question about the solvency resolution/minutes and I can see this has been discussed here before and these posts are very helpful.

For the Solvency Declaration, the Section 347A of the Corp Act 2001 requires all directors to pass a solvency resolutions. Does this mean it should be a “Resolution” rather than a " Minutes"?

If everyone can share their view would be great, thank you.

Hi Anita,

While the Act does indeed state that “all directors” must pass the resolution, this can be facilitated on a Minute whereby a chairman is appointed and attendees noted. This is how we’ve been doing them for some time, and believe it to be an acceptable and sufficient way of handling them.

Especially in situations where you have multiple directors around the country, or have ones overseas, and having to have them all sign a resolution seems counter-intuitive and quite time consuming.

Welcome to the CAS360 family btw, haha! The forums here are really handy, and there are quite the number of topics and discussions that have happened since CAS360 was release that could be quite helpful - in addition to the BGL knowledge base - in getting to know the software.

If you ever need a hand, don’t be shy to post on here. A good number of us aren’t typically far away!

Thanks Laneth and will use the community/forum more.

Yes I do agree that the minutes form is “quicker” in getting documents signed and returned for lodgement/filing etc.

We usual alternate between these two forms.

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