Incorporator
does not provide minutes of first meeting of directors for the following
sensible reasons:
1. Traditionally such minutes refer to matters such as confirmation/appointment
of member(s)/shareholder(s), director(s) and company secretary(s). Under
the current modern Corporations Act 2001, Incorporator considers this to be
inappropriate. Section 121
of the Corporations Act 2001 provides that those persons specified in the form
201 as being the proposed member(s), director(s) and company secretary(s)
automatically become the initial member(s), director(s) and company secretary(s)
as soon as the company is registered by ASIC. It also provides that the
shares to be taken up by the members as specified in the form 201 are
deemed to be issued to the members on the registration of the company.
2. Traditionally such minutes also refer to the appointment of a Public
Officer under section 252
of the Income Tax Assessment Act 1936. However this may be inappropriate
for a number of reasons. First, the company may not yet have decided who
will be the Public Officer. Secondly, a Public Officer need only be appointed
within three months of the company commencing to carry on business in
Australia or deriving income from property in Australia which may well
not be imminent or even, to Incorporator's knowledge, occur at all.
3. Generally, Incorporator is not in a position to foresee the precise
matters which should be in the first directors minutes of any particular
company being formed and therefore refrains from offering a possibly inappropriate
generic set of directors minutes. Incoporator instead offers a pro forma
sample outline set of directors minutes for the user to tailor to the
user's own particular circumstances should the user want to take advantage
of them (these can be found under the 'Resources' button in the blue 'toolbar'
above).
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