Companies Act 2006, Cross Heading: Records of meetings of directors is up to date with all changes known to be in force on or before 18 September 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
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Whole provisions yet to be inserted into this Act (including any effects on those provisions):
(1) Every company must cause minutes of all proceedings at meetings of its directors to be recorded.
(2) The records must be kept for at least ten years from the date of the meeting.
(3) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) Minutes recorded in accordance with section 248, if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting, are evidence (in Scotland, sufficient evidence) of the proceedings at the meeting.
(2) Where minutes have been made in accordance with that section of the proceedings of a meeting of directors, then, until the contrary is proved—
(a) the meeting is deemed duly held and convened,
(b) all proceedings at the meeting are deemed to have duly taken place, and
(c) all appointments at the meeting are deemed valid.