Board and Shareholder Meetings – What records need to be kept?

Companies are required to keep at their registered office or SAIL records of meetings of their shareholders and directors (including all resolutions passed at such meetings) and of written resolutions passed in the absence of such meetings. Details of decisions by sole directors must also be kept. These records must be kept for 10 years from the date of the resolution, decision or meeting and may be kept in hard copy or electronic form. Records kept in electronic form must be capable of being reproduced in hard copy form if required. Note that the Companies Act 2006 also extended the application of the record keeping provision to resolutions and meetings of the holders of a class of shares.

Any shareholders’ resolution, other than an ordinary resolution dealing with routine business is likely to require filing at Companies House. Board resolutions do not need to be filed at Companies House. Most resolutions must be filed within 15 days.