Minute writing is an important part of the company secretary's skills in their role as 'Chief Administration Officer' for the company. The meeting, whether it be a general meeting or a director's meeting, is an important decision making arena and it is vital that events are recorded in a clear, concise and accurate manner. In the UK, although it is a legal requirement under the Companies Act, 2006, for such a record to be kept and maintained, there are no set rules on how this should be done. Styles of minutes vary from company to company, and very much reflect the skill of the company secretary whose responsibility they are. Although the style cannot be dictated, what follows are some basic requirements that should form part of every minute which is drafted for a private limited company under UK law.
Under the Companies Act, 2006, (the "Act") section 355 requires that every company must maintain a minute book for general meetings. This requirement is reflected for meetings of directors under section 248. From a practical perspective, the minute books for the two must be kept separate, given that the former, namely meetings of members, must be open for inspection by those members. The meetings of members should be kept at the registered office of the company. Given the nature of their content it is imperative that the minutes of the meetings of directors are kept in a secure place. Just because a company might have a single member, recording and maintain those records is no less important. Section 357 of the Act states that the any decisions of a sole member should be provided to the company as a written record.
Meetings are a decision making forum, and the minutes taken of those meetings provide conclusive evidence of matters that were agreed and action points that need to be taken forward. The minute should contain:
• The name of the company
• The number with which it was registered at incorporation
• The type of meeting
• The day and place of the meeting
• Who was present, in attendance or sent apologies for their absence
• Details of the discussion that took place
• Full terms of the resolutions which were adopted
Pages of the minute should be numbered consecutively. Often, particularly at directors' meetings, lengthy documents are tabled, or correspondence considered that has been received since the last meeting has been held. The secretary should ideally provide copies of these items for the directors, cross referencing them with a number system so that they can be included as attachments to the minute when it is finalised.
When it comes to drafting the minutes, they should be written in the past tense, and at the end, a designated space included for the chairman to sign and date the document. It is also desirable that the Chairman initials every page of the minute and its attachments. Resulting from many meetings are action points which are designated to specific individuals. For clarity, these can be appended to the minute, in a table, giving clear details of the point that requires action, the individual tasked to achieve the action and the date that completion is to be accomplished by.
In an ideal word, the secretary should try and draw up a first draft of the minutes within 48 hours of the meeting being finished. They can then be circulated in draft format to the directors for their consideration. At the next meeting, the minutes are then approved subject to any amendments or alterations that may be required. Once signed by the Chairman they become an important document which evidences the matters that took place.
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