COMPANIES
A legal duty
Under the Companies Act 2006, every company must minute directors' meetings and general meetings and keep the records for at least ten years.
Find your rules
10 yrskeep company minutes
- Who was there
- What was decided
- Why it was decided
- What good minutes record
For companies, keeping minutes is a legal duty. For charities, regulator guidance says what they should show. A good set of minutes records who was there, what was decided and why, and can later serve as evidence.
Updated
THE SHORT ANSWER
Record the decisions,
keep the record.
Every company must cause minutes of all proceedings
at meetings of its directors to be recorded.
CHARITIES
Show how you decided
The Charity Commission advises recording who attended, conflicts of interest, the information used, the options considered, the reasons and any votes.
What to record
EVIDENCE
Minutes count later
Board minutes signed off by the chair are evidence of what happened. Until the contrary is proved, the meeting is deemed duly held.
Why it mattersFIND YOUR RULES
Which rules
apply to your meeting?
Pick the kind of meeting. The bar shows how formal the minute-keeping rules are.
Summarised from the Companies Act 2006 (sections 248, 249 and 355) and Charity Commission guidance and model constitutions. Your own governing document may add more rules.
TWO NUMBERS WORTH KNOWING
Ten years,
fifteen minutes.
One for how long to keep the minutes,
one for how long to wait for a quorum.
10 years
Minimum time to keep board and general meeting minutes
From the date of the meeting. Breaking the rule can bring a fine up to level 3 on the standard scale, plus a daily default fine.
RETENTION · COMPANIES ACT 2006
15 minutes
How long a members' meeting waits for a quorum
In the Commission's model, if no quorum is present within 15 minutes of the start time, a meeting called by members closes and other meetings are adjourned.
QUORUM · MODEL CIO CONSTITUTION
If a quorum is lost during a model CIO members' meeting, it may discuss and make recommendations but not decisions.
FOUR THINGS TO RECORD
Write down
more than the vote.
The Charity Commission's checklist works for most meetings.
Who and when
The date of the meeting and who attended. For CIO trustee meetings, the names of the trustees present.
Conflicts of interest
Any conflicts of interest, who they affected and how they were handled.
Information and options
What information and advice was used and how, and the options that were considered.
Decisions, reasons and votes
The decision, the main reasons for it, any disagreements worth noting and the result of any vote.
WHY MINUTES MATTER
The record
speaks for the room.
Under the Companies Act, board minutes authenticated by the chair of that meeting or the next one are evidence of the proceedings. Until the contrary is proved, the meeting is deemed duly held, its proceedings duly taken place and its appointments valid.
For charities, trustees who disagree with a decision can ask for their disagreement to be recorded, but must still follow a valid decision, or consider resigning, according to the Commission.
Questions
Questions people ask
How long must a company keep board minutes?
At least ten years from the date of the meeting, under section 248 of the Companies Act 2006.
What should meeting minutes include?
At least the date, who attended, any conflicts of interest, the information and options considered, the decisions, the main reasons and the result of any votes.
Do minutes have to be signed?
For companies, minutes authenticated by the chair of the meeting or of the next directors' meeting count as evidence of the proceedings.
Can I ask for my disagreement to be minuted?
Yes. Charity Commission guidance says trustees can ask for their disagreement to be recorded, though they must follow a valid decision.
Do small clubs have to keep minutes?
Rules for clubs and community groups come from their own governing document, so check your constitution.