Company records—members' resolutions and directors' minutes
Company records—members' resolutions and directors' minutes

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Company records—members' resolutions and directors' minutes
  • Company records
  • Members' resolutions and meetings
  • Records of resolutions, meetings and decisions of the sole member
  • Records as evidence of resolutions, meetings and decisions of the sole member
  • Directors' meetings
  • Minutes of directors' meetings
  • Minutes as evidence
  • Location of company records at a single alternative inspection location (SAIL)
  • Inspection
  • More...

Company records

The Companies Act 2006 (CA 2006) sets out certain requirements relating to company records to be maintained by a company. Company records include any:

  1. register

  2. index

  3. accounting records

  4. agreement

  5. memorandum

  6. minutes

  7. other documents required by CA 2006 (or its predecessors), and

  8. register of debenture holders

A company's registers can be kept in electronic or paper format, provided they comply with statutory requirements, eg if the records are stored electronically, they must be capable of being reproduced in hard copy and the precautions should be taken to guard against falsification.

This Practice Note focuses on the requirement to maintain records of shareholders' and directors' meetings. See Practice Notes: Company records—a company's statutory registers and Company records—a company's non-statutory registers for information about a company's registers.

Members' resolutions and meetings

Records of resolutions, meetings and decisions of the sole member

All companies are required to keep:

  1. copies of all members' resolutions passed otherwise than at general meetings

  2. minutes of all proceedings of general meetings, and

  3. details of the decision of the sole member of the company in accordance with CA 2006, s 357 (ie decisions the sole member has taken that could have been taken by the company in general meeting, and which have effect as if taken by the company in general meeting)

The company must keep such records for at least ten years from the date of

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