Companies Act 2014 section 199

Minutes of proceedings of meetings of a company

Section 199 sets out the requirements for recording and maintaining minutes of general meetings and resolutions, including their evidential status, inspection rights, and the consequences of non-compliance.

• A company must promptly record minutes of all general meetings and the terms of all resolutions in dedicated books kept at a single location
• Minutes signed by the chairperson of the relevant meeting or the next succeeding meeting serve as evidence of the proceedings, and properly recorded minutes create legal presumptions that the meeting was duly held, proceedings were valid, and any appointments of directors or liquidators were legitimate
• Members have rights to inspect and obtain copies of the minute books under sections 215 to 217, and the Corporate Enforcement Authority may require a company to produce the books for inspection
• Failure to maintain minute books or to comply with an inspection requirement from the Authority is a category 4 offence, applying to both the company and any officer in default