Minutes of Company Meeting in Singapore: How to Record
What are Minutes?
Minutes are legal documents that provide a fair synopsis of a company’s meetings.
In Singapore, every company (be it a private or public company) is required to keep records of the proceedings of meetings in books (i.e. minute books) within 1 month of the meeting.
Such meetings could include shareholders’ meetings (e.g. Extraordinary General Meetings (EGMs)) and directors’ meetings.
Minutes (of the same type of meetings) are bound together and are recorded by the company secretary.
What is the Importance of Minutes?
The minutes of a meeting are important because they:
- Serve as a permanent record of confirmation for procedures, and policy decisions made at a company’s meetings and can be referenced when uncertainty arises.
- Serve as a summary of the entire proceedings of the meeting to all directors, members and shareholders who attended or were unable to attend the meeting, clarifying who made which decision(s) and why, and who is responsible for acting on them. This is helpful for members and shareholders to re-look the proceedings that happened at the meeting.
- Measure progress and aid accountability. Being conclusive evidence of the responsibility allocated and authority granted to specific officers, officers can be identified for underperforming their duties and, in turn, will be motivated to take responsibility for their work.
- Are legal documents relied on by auditors of the company to verify who has the authority to approve certain transactions.
How to Record Minutes
The stylistic, formatting and content requirements of minutes are personal to each company. Regardless, it is ideal that the minutes are written in a manner that is easy for anyone to follow the discussions and understand how and why certain decisions were made.
A word-for-word record is not expected. However, the key points of discussions, such as the final decision, the members’ opposing views and any other sufficient background information for future reference, should be recorded.
There is no minimum or maximum length for minutes. The content of the minutes are more important.
Generally, a good set of minutes include:
- Being recorded in third-person and in past tense.
- Being written in an official and formal tone.
- The number of each business item being taken up in the meeting.
- The meeting date, start and end time, and venue.
- The means of meeting (e.g. in person, or video-conference).
- Whether quorum was satisfied. (A quorum is the minimum number of people that must be present in a meeting for it to be valid.)
- The attendance and record of those who left or arrived during the meeting.
- The agenda of the meeting.
- The materials provided to board members before and during the meeting.
- A fair summary of discussions and decisions.
- All crucial decisions taken at the meeting.
- Records of the decision of vote of each director.
- Summary of actions and persons committing to agreed actions.
- Ensured accuracy of contents.
- The appointment of the chairman of the meeting.
The minutes of a shareholders’ meeting should contain:
- The names of the directors, members, shareholders, officers as well as any proxies (persons who are making company decisions on behalf of members absent from the meeting).
- A record of a satisfied quorum. A meeting cannot proceed without the requisite quorum.
- The record of members consenting to having read the notice at the meeting.
- The record of the opening remarks of the chairman.
- The record of the summary statement delivered by the chairman at the meeting before the discussion of the business transactions.
- An approval of business transactions by means of resolution:
- For ordinary resolutions, there is a required approval of at least 50% majority of the votes cast
- For special resolutions, there is a required approval of at least 75% majority of the votes cast
- Interactions between the chairman and any of the attendees, such as queries raised, questions asked, clarifications sought, etc.
- Number of votes for and against the resolution.
- The vote of appreciation at the end of the meeting by the chairman to the attendees for their support to the company’s decisions.
- The signature of the chairman at the end of the minutes. This authenticates and acknowledges the proceedings of the meeting.
The minutes of a directors’ meeting should contain:
- Names of the directors, secretary and other officers in attendance.
- Names of absent directors, if any.
- Pointers from the confirmed minutes of the immediately preceding directors’ meeting.
- If directors wish to modify a decision taken before, they have to refer to these pointers confirmed in the minutes of the immediate previous meeting.
- The director’s approval in any business transaction by way of a board resolution.
- Written evidence that a director has abstained from on a business item he has a personal interest in.
- The director’s objection to any specific business.
Reviewing the Minutes
Who reviews the minutes?
It is good practice that a draft of the minutes be sent to all board members for their review and inspection before finalisation.
What should the reviewer check for?
The reviewer(s) should check that the required guidelines and general contents have been met. They should also check if the information presented is accurate.
Can new points be raised and added to the minutes after the meeting has been held?
Points not made at the meeting cannot be inserted into the minutes.
What happens if there is an error?
If the minutes have not been finalised and entered into the books, important relevant matters that happened or were discussed immediately after the meeting may be inserted as “after notes”.
For board meetings, if the notes have been finalised, the board has to agree on the nature and content of the error. Corrections to the error then have to be recorded in the subsequent meeting’s minutes with a notation made to the original minutes.
Approval and Signing of Minutes
Who is to approve and sign the minutes?
Company minutes are to be signed and approved by either:
- The chairman of that meeting; or
- The chairman of the subsequent meeting.
What is the effect of the minutes?
According to section 188(3) of the Companies Act (CA), where the minutes have been entered into the records and signed, they serve as conclusive proof that, until the contrary is proved:
- The meeting had been duly held and convened;
- All proceedings had been properly done; and
- All appointments of officers (directors, secretary, managers, etc) or liquidators made up till that point are valid.
Minutes of resolutions passed by written means
A private or an unlisted public company may pass a resolution (ordinary or special) by written means. This means that the company is not required to conduct a meeting for this resolution.
This resolution is then circulated to all its members and the company passes it on the basis of majority.
Thereafter, the company will have to notify every member that the resolution has been passed 15 days from the earliest date on which a director or secretary of the company is aware that the resolution has passed.
A record of the resolution should also be recorded in a minute book and signed by the director or the secretary of the company.
Where Should Minute Books be Kept?
The minute books of the company has to be prepared by a company secretary and be kept either at:
- The registered office; or
- The company’s principal place of business in Singapore.
Inspection of Minutes
The books containing the minutes of shareholder meetings shall be open to the inspection of any member of the company without charge.
However, the minutes of board meetings cannot be inspected by shareholders despite forming part of the company’s records. This enables directors to freely and frankly discuss confidential and sensitive issues relating to the company without them being disclosed to the market or shareholders.
Requesting for a Copy of the Minutes
If a member requests for a copy of the minutes, the company has to furnish a copy of the minutes to the member within 14 days. It should be noted that the charge for every page of the minute books should not exceed $1.
If the company fails to provide such copies of the minutes on request, the company and every officer of the company who is in default will be guilty of an offence and liable to a fine up to $400 and a default penalty.
Do the Minutes Need to be Filed with ACRA?
Generally, the minutes of the meetings do not have to be filed with the Accounting and Corporate Regulatory Authority (ACRA). This is unless the minutes relate to a matter requiring a copy of the minutes to be lodged with ACRA.
For example, where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary, and a minute is signed by a representative of the holding company to authorise the issuance of shares, a copy of that minute has to be lodged with ACRA.
Refer to the BizFile+ website for your specific transaction to see if you’re required to file your minutes for it.
Minutes play an important role in meetings, especially since they provide a written record of what transpired during meetings and help decisions made during meetings stand up to scrutiny.
They have to be accurate as they may attract legal implications in an external audit, regulatory review or legal proceedings. Hence, minutes must be responsibly and meticulously prepared, reviewed and approved.
Companies and company officers that fail to keep minutes of company meetings within 1 month of the meeting can each be fined up to $2,000 and also be subject to a default penalty.
For professional assistance in recording and storing company minutes, you may wish to engage a corporate secretarial firm.
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