Can minutes be kept electronically?

Yes, the Companies Act 2006 allows minutes to be kept in electronic form. They must be held on a durable medium that cannot be altered or tampered with easily. Many companies use cloud-based software or digital minute books, which satisfy the statutory requirement as long as they are accessible and kept for the required 10-year period.

How long must companies keep meeting minutes?

Under the Companies Act 2006, both board minutes and general meeting minutes must be retained for at least 10 years from the date of the meeting. This applies to all UK companies. After that period, you may destroy them if you wish, but it is often prudent to keep them longer, especially if they relate to significant decisions or acquisition documents.

Do private companies need to hold an AGM or keep minutes?

Private companies are not required to hold an AGM unless their articles of association require it. However, if any general meeting is held, minutes must be recorded under Section 355 of the Companies Act 2006. Board minutes are always required for every private company, as director decision-making must be documented regardless of company size.

What penalties apply for failing to keep minutes?

Failing to keep minutes of directors' or general meetings under the Companies Act 2006 is a criminal offence. Each director who is in default can be fined, and fines are often multiplied by the number of days the default continues. In practice, penalties are typically civil fines, but persistent non-compliance can lead to director disqualification proceedings.

Companies Act 2006 Minutes Requirements: A UK Company Director's Guide

13 August 2026

Learn the legal requirements for board and general meeting minutes under the Companies Act 2006, including retention, inspection, and penalties. Essential UK guide.

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Statutory Basis for Meeting Minutes

The Companies Act 2006 imposes specific duties on UK companies to record minutes of meetings. Section 248 requires companies to keep minutes of all board meetings, and Section 355 covers general meetings of shareholders. These records must be kept for at least 10 years from the date of the meeting. The Act does not prescribe a strict template but sets out what must be recorded and how records must be stored. Failure to comply can result in criminal penalties for officers, so understanding the requirements is essential. This guide breaks down the statutory obligations and offers practical steps for compliance.

Board Meeting Minutes: Section 248 Requirements

Under Section 248 of the Companies Act 2006, every company must keep minutes of all proceedings of directors' meetings. The minutes must record the names of directors present, the decisions made, and any declarations of interest. In practice, minutes should state the date, time, and place of the meeting, the agenda items, and the outcome of votes. Once recorded, minutes must be signed by the chairman of the meeting or the chairman of the next meeting. The signed minutes are evidence of the proceedings, and they are admissible in legal proceedings. Ensure minutes are clear, accurate, and impartial to reflect the discussions and rationale behind decisions.

General Meeting Minutes: Section 355 Requirements

General meetings, including annual general meetings (AGMs), have their own statutory requirements under Section 355 of the Companies Act 2006. Minutes of every general meeting must be recorded and signed by the chairman of the meeting or the chairman of the next meeting. Unlike board minutes, general meeting minutes are usually shorter, focusing on resolutions passed, proxies counted, and voting outcomes. For written resolutions, separate provisions apply. The Act also requires that minutes be entered in a book kept for that purpose, although this can now be an electronic record. For public companies, minutes must be available for inspection by shareholders, and copies must be provided upon request.

Retention and Inspection of Minutes

The Companies Act 2006 mandates that minutes must be retained for 10 years from the date of the meeting (Section 248(2) for board, Section 355(3) for general meetings). During this period, they must be available for inspection. Board minutes are not open to public inspection, but they may be required by regulators or in litigation. General meeting minutes, however, must be available for inspection by any member of the company. Shareholders have the right to demand copies, and the company must supply them within 14 days (for public companies) or 7 days (for private companies) of the request. Failing to comply with inspection rights is a criminal offence punishable by a fine.

Penalties and Best Practice for Compliance

Non-compliance with Companies Act 2006 minute-keeping rules exposes officers to criminal liability. A director or company secretary who fails to keep minutes, or intentionally destroys or alters them, can face a fine. To avoid penalties, adopt best practices: decide who is responsible for taking minutes (often the company secretary), use a consistent template, record decisions rather than verbatim debate, and sign promptly after the meeting. Store minutes securely in a registered office or online repository, and consider using board portal software. For general meetings, ensure minutes are formally approved at the next meeting. Regular audits of your minute books can prevent oversights and demonstrate good governance.

FAQ

Under the Companies Act 2006, minutes of board meetings must be signed by the chairman of the meeting or the chairman of the next meeting. For general meetings, minutes are signed by the chairman of that meeting or the chairman of the next meeting. The signature confirms the minutes are a true record, and they become admissible as evidence in legal proceedings.

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