Minutes of Meetings

01. What are minutes and who keeps a record of what happens at meetings?

Minutes are a formal record of a company's meetings and decision.  They are a permanent record which must be entered in a book kept for that purpose. The minute book may be kept either by making entries in a bound book or by recording the matters in any other manner - Section 213 of the Companies Act 2014.  Minutes are evidence of the meeting and decisions taken and are required to be kept under Section 199 Companies Act 2014. The company decides who will keep the minutes of meetings and where the minutes are kept. 

There can be only one set of official minutes of meetings and extreme care should be taken when recording the minutes which are signed by the chairperson of the meeting or the chairperson of the succeeding meeting. 

02. Are companies required to take and keep minutes of meetings?

Yes. All companies are obliged to keep records of minutes of all meetings  on a permanent basis, including AGM's, directors meetings and meetings of committees of directors. (Sections 199 Companies Act).

03. Who can inspect the minutes of annual general meetings?

Any member of the company has a right to inspect and get copies of the minutes of general meetings and resolutions of the company (Sections 215-217 Companies Act 2014).

04. What if a company fails to comply with a request for minutes of meeting?

If a company fails to comply with a request by a member for a copy of the minutes of a general meeting, the company and any officer of it who is in default will be guilty of a category 3 offence (Section 217 Companies Act 2014).

05. Are minutes required to be kept of directors meetings?

Yes, a company is required to keep minutes of directors meetings or committee of directors under Section 166 of the Companies Act. These minutes if purporting to be signed by the chairperson of the meeting or the chairperson of the succeeding meeting are evidence of the proceedings. 

06. Right of Inspection - minutes of directors meetings?

The Director of Corporate Enforcement can request the company to produce the minutes of director's meeting as required to be kept under Section 166(1) Companies Act. Such request may be made without notice in accordance with Section 166(5) of the Companies Act.  Failure to comply is a category 4 offence. 

Members of a company do not have a statutory entitlement under the Companies Act to access the minutes of director's meetings.

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