Companies Act 2014 section 166

Minutes of proceedings of directors

Section 166 sets out the requirements for companies to maintain minutes of directors' meetings, including what must be recorded, the evidential status of those minutes, and the consequences of non-compliance.

• Companies must record all officer appointments by directors, the names of directors present at each meeting, and all resolutions and proceedings of directors' and committee meetings.
• Minutes signed by the chairperson of the relevant meeting (or the next meeting) serve as evidence of the proceedings and create a presumption that meetings were properly held and appointments validly made.
• The Corporate Enforcement Authority may demand access to inspect and copy the minute books at any time.
• Failure to maintain proper minutes or to allow inspection by the Authority is a category 4 offence for both the company and any officer in default.