Corporate Governance

Board records that hold up when someone checks them

Governance is cheap to do properly and expensive to reconstruct. Minutes, resolutions and the directors register, kept as you go.

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Corporate governance is on the paid plans. Director and company secretary logins are free and are not counted as seats.

Directors register

appointments, consents and identification kept as one record

s248A and s249A

directors' and members' resolutions handled as the Act frames them

Board packs

agenda, papers and previous minutes sent as one thing

Free logins

directors and the company secretary do not count as paid seats

The problem

The minutes get written when they are needed

Most small boards run on good intentions. The meeting happens, the decision is made, and the minute is written eight months later when a lawyer asks for it - or not at all.

It only matters twice: during due diligence, and when something goes wrong. Both are the worst possible moments to discover the record is thin.

What this replaces

Minutes reconstructed from a calendar invite and memory
Resolutions circulated as email attachments with no record of who signed
A directors register that exists only in ASIC's copy
Board papers sent as six attachments the night before

How it works

The meeting, end to end

Called, papered, held, minuted, resolved - with the record built as it happens.

Directors as a register

Appointments, consents and identification on one record, so the register is current rather than assembled when asked.

Meetings that produce papers

An agenda built from the items, a board pack sent as one thing, and previous minutes attached where they belong.

Minutes signed and filed

Minutes approved and signed by the chair, kept where the next board pack can find them.

Resolutions, both kinds

Directors' resolutions under s248A, and members' resolutions circulated under s249A for every eligible shareholder to sign, each labelled for what it is.

Company secretary access

A company secretary can be given access to board records without a seat and without seeing the rest of the company's data.

Actions that survive the meeting

Decisions carry owners and dates, and show up again rather than disappearing into the minute.

Questions

What founders ask

What is a circulating resolution?

A resolution passed without a meeting. For members it runs under section 249A of the Corporations Act and every eligible member must sign it. CatenaHQ labels these as circulating resolutions and tracks who has signed.

Do directors need a paid seat?

No. Director and company secretary logins are free and are not counted as seats.

What can a director see?

Board material - the data room, board packs, previous minutes, resolutions and financials. Directors do not get the rest of the platform by default.

Does this replace a company secretary?

No. It gives a company secretary a place to work and keeps the records in order between meetings. The judgement is still theirs.