Company law - Directors' minutes

ICSA the Governance Institute has recently published best practice guidelines on minute taking. They can be down loaded, as may other guidance documents, after completing a simple registration procedure. Why take minutes? If done properly they provide a record that directors considered (a) any conflicts they have (b) the pro's and con's of a corporate transaction (c) the interests of the company shareholders, customers, suppliers, creditors and so on (section 172 Companies Act 2006) (d) the basis for the price and key terms being paid/ entered into and (e) any dissenting views before resolving for the company to do or not do something. And why bother with all that? Amongst other things an administrator or liquidator may scrutinise your decision in the context of directors' duties and lawfulness. Section 248 of that Act requires minutes to be taken of proceedings at meetings and kept for 10 years.

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