A guide to Minutes of Company Meetings

When conducting a company meeting, the minutes of the meeting are usually taken. When preparing company meeting minutes, details such as the type of meeting, date, time, meeting attendees and transacted businesses are usually recorded. The minutes of a meeting should provide a snapshot of what transpired at the meeting and the actions to take moving forward. If a decision is formed, there should be a resolution documented.

The minutes of a company meeting is important as:

1. They are a record that the meeting was held and was in accordance with the constitution of the company.
2. They provide documentary proof of who was at the meeting and who were unable to attend the meeting.
3. They form a record of the decisions taken at the meeting and what actions the company will have to undertake moving forward.
4. They form a documentary proof for auditors.
5. They form a record of authority accorded to certain officials for use during certain transactions. For example, a resolution may be needed by a bank when opening a bank account or a resolution may be needed by a law firm when processing a property transaction.
6. They form proof of the company’s decisions and direction.

The preparation of the minutes of a meeting is usually done by the company secretary but the role can also be undertaken by any officer of the company who is present at the meeting. For example, the directors of a company may call for a meeting and come to a conclusion over a course of action. They will then draft the minutes and necessary resolutions themselves or instruct the company secretary to do so.

In general, the contents of the minutes of a meeting should state the company name and registration number, the type of meeting, the time, date and venue of the meeting. There should be a chairperson for the meeting and this individual would be the one who presided over the meeting.

In addition, a shareholders’ meeting should contain the following:

1. The names of the directors, members or shareholders, officers as well as individuals attending the meeting as a proxy for someone.
2. The number of shares each member or shareholder and proxies represent.
3. The fulfilment of the requisite quorum of the meeting as stated in the company’s constitution.
4. That the members or shareholders of the company were served and received notice of the meeting.
5. A summary of the business that is to be discussed at the meeting.
6. Any approval for business transactions. Ordinary business would require more than 50 per cent of the voting majority and special business would require at least 75 per cent of the voting majority.
7. Any other matter which was brought up by any party during the meeting.
8. An endorsement by the chairperson to authenticate the minutes drafted.

In addition, a directors’ meeting should contain the following:

1. The names of the directors, secretary or any other officers at the meeting.
2. The names of the directors who were absent from the meeting
3. Any confirmation or reference to previous meetings before this directors’ meeting.
4. The declaration of any conflict of interest a director may have on the business to be discussed and whether that director will be casting a vote on that particular business.
5. The approval of the directors for any business that was discussed at the meeting.
6. The disapproval of any director to any business that was discussed at the meeting.
7. The endorsement by the directors to authenticate the minutes drafted.

A company has to prepare the minutes of any meeting it conducts within one month from the date od the meeting and the minutes are the be signed by the chairperson of the meeting or the chairperson of the subsequent meeting.

A private company can pass a resolution by written means and does not have to conduct physical meetings for the resolution if it chooses to do so. The company will circulate the resolution to all its shareholders or directors for their endorsement. The approval for the resolutions will once again be based on the same majority basis as the physical meeting.

The company will keep the minutes of the meetings held in its minute books. They can choose to keep it at its registered office, the office of the company secretary or the company’s principal place of business in Singapore. The meeting books must be open to inspection by all company members without any charge. The company has to provide copies of the minutes upon request of its members and this request must be fulfilled within 14 days. The company can charge for every copy made but the charge should not exceed SGD$1 per page. Non-compliance to such requests constitutes an offence and the company officers will be liable to a fine on conviction.

When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.