Records of members’ decisions and meeting minutes

Section 355 of the Companies Act 2006 requires every company to keep copies of members’ resolutions passed other than at a meeting, minutes of all general meetings and details of decisions made by a sole member, for at least ten years. Minutes signed by the chairman are evidence of what happened, and until the contrary is proved the meeting is treated as properly held. Members can inspect these records free of charge.

What exactly must the company keep?

Section 355(1) lists three kinds of record:

1. copies of all resolutions of members passed otherwise than at general meetings, which in practice means written resolutions;
2. minutes of all proceedings of general meetings; and
3. details of decisions given to the company by a sole member under section 357.

Section 359 applies the same rules to resolutions and meetings of a class of shareholders. These are members’ records. Minutes of directors’ meetings are a separate duty under section 248 and are covered in writing board minutes.

If a company fails to comply, every officer in default commits an offence, punishable by a fine up to level 3 on the standard scale and a daily default fine of up to one tenth of level 3 for continued contravention (section 355(3) and (4)).

How long, where and in what form must the records be kept?

The records must be kept for at least ten years from the date of the resolution, meeting or decision (section 355(2)). The ten years run separately for each item, so a company needs to keep an older minute book long after newer meetings have been held.

Section 358(1) requires the records for the previous ten years to be available for inspection at the registered office or at a single alternative inspection location allowed by regulations under section 1136. Unless they have always been at the registered office, the company must tell Companies House where they are kept and of any change (section 358(2)).

Under section 1135, company records can be kept on paper or electronically, as long as the information is adequately recorded for future reference and electronic records can be reproduced in hard copy. Where records are not kept in bound books, section 1138 requires adequate precautions against falsification and to help discover it. A loose leaf binder or a shared folder of editable files needs controls such as locked PDFs and access logs. See keeping company records electronically and company records retention for the wider picture.

What makes minutes evidence?

Section 356 gives the records legal weight.

• Meeting minutes. Minutes of a general meeting signed, or purporting to be signed, by the chairman of that meeting or of the next general meeting are evidence of the proceedings (sufficient evidence in Scotland) (section 356(4)).
• Presumption of regularity. Where there is a record of a general meeting, then until the contrary is proved the meeting is deemed duly held and convened, all proceedings are deemed to have duly taken place and all appointments made at it are deemed valid (section 356(5)).
• Written resolutions. The record of a resolution passed other than at a meeting, purporting to be signed by a director or the company secretary, is evidence that it was passed (section 356(2)). For a private company’s written resolution, the statutory requirements are deemed met unless the contrary is proved (section 356(3)).

The presumption can be rebutted, so minutes are not a cure for a defective meeting. They do put the burden on anyone challenging a decision, which is why accurate minutes signed promptly are worth having.

What about a company with one member?

Section 357 applies to a company limited by shares or guarantee with a single member. If that member takes a decision that could be taken in general meeting and has effect as if agreed in general meeting, the member must give the company details of it, unless the decision is taken as a written resolution. Failing to do so is an offence with a fine up to level 2, but it does not make the decision invalid (section 357(5)). Those details then form part of the section 355 records. For owner managed companies this often overlaps with sole director decisions.

Who can see the records, and on what terms?

Any member may inspect the records without charge (section 358(3)) and may ask for a copy on paying the prescribed fee (section 358(4)). The fee is 10 pence per 500 words, or part, plus the company’s reasonable costs of delivering the copy (Companies (Fees for Inspection and Copying of Company Records) Regulations 2007, regulation 4).

For a private company, regulation 4 of the Companies (Company Records) Regulations 2008 sets the practical arrangements. The person picks a working day and gives at least 10 working days’ notice, or at least 2 working days’ notice if the request falls within the notice period for a general meeting or the period for agreeing a written resolution. They choose a start time between 9am and 3pm, and the records must be available for at least two hours.

If inspection is refused or a copy is not sent, every officer in default commits an offence, and the court can order immediate inspection or require the copies to be sent (section 358(5) to (7)). Members have no equivalent statutory right to see board minutes; see directors’ right to inspect records.

What should general meeting minutes record?

The Act does not prescribe a format, but minutes need to be capable of proving that the meeting was valid. A useful record covers:

• date, time, place and any electronic attendance arrangements;
• who chaired, and who attended in what capacity: member, proxy or corporate representative;
• confirmation that a quorum was present throughout (see quorum at general meetings);
• how notice was given, or that shorter notice was agreed;
• the exact text of each resolution, whether ordinary or special, how the vote was taken (show of hands or poll) and the result; and
• any adjournment and the reason for it.

Keeping a resolution is not the same as filing it. Special resolutions and certain others also go to Companies House within 15 days under section 30; see which resolutions must be filed.

How does this work in practice?

Illustration only. A private company with four shareholders passes a written resolution on 11 January 2027 to allot shares and holds a general meeting on 5 March 2027 that passes a special resolution to adopt new articles.

• A copy of the written resolution, signed by a director, must be kept until at least 11 January 2037.
• The minutes of the March meeting, signed by the chairman, must be kept until at least 5 March 2037.
• A shareholder who wants to see both on a working day in April gives at least 10 working days’ notice, picks a start time between 9am and 3pm and must be given at least two hours.

What mistakes come up most often?

• Keeping board minutes but no record of members’ decisions.
• Leaving minutes unsigned, which loses the benefit of section 356.
• Throwing records away after a shorter period used for other documents.
• Editing minutes after they have been signed rather than correcting them at the next meeting.
• Sole members making decisions informally and never giving the company the section 357 details.
• Storing records with an accountant or agent and not notifying Companies House of the inspection location.

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Related Accountapedia entries

• Keeping company registers at an alternative location
• What if the statutory registers are not up to date
• Who can inspect a company’s register of members
• A company’s statutory registers
• Directors’ service contracts

Sources

• legislation.gov.uk: Act 2006 c. 46, section 355
• legislation.gov.uk: Act 2006 c. 46, section 359
• legislation.gov.uk: Act 2006 c. 46, section 248
• legislation.gov.uk: Act 2006 c. 46, section 356
• legislation.gov.uk: Act 2006 c. 46, section 357
• legislation.gov.uk: Act 2006 c. 46, section 358
• legislation.gov.uk: Act 2006 c. 46, section 1136
• legislation.gov.uk: Act 2006 c. 46, section 1135
• legislation.gov.uk: Act 2006 c. 46, section 1138
• legislation.gov.uk: SI 2007/2612, regulation 4

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.