Minutes of meeting are legal papers that provide a comprehensive summary of a company’s meetings. Every company (private or public) in Singapore is required to retain records of meeting proceedings in books (i.e. minute books) within one month of the meeting. Shareholders‘ meetings (e.g., Extraordinary General Meetings (EGMs)) and directors’ meetings are examples of such gatherings. The corporate secretary binds together and records minutes (of the same sort of meeting).
➤ Serve as a permanent record of confirmation for procedures and policy decisions made at corporate meetings, and can be referred to when there is question.
➤ Provide a summary of the whole meeting proceedings to all directors, members, and shareholders who attended or were unable to attend, indicating who made which decision(s) and why, and who is accountable for acting on them. This allows members and shareholders to go back and review the meeting's proceedings.
➤ Track progress and improve accountability. Officers can be detected for underperforming their tasks and driven to take responsibility for their work if there is irrefutable documentation of the duty assigned and authority granted to certain officers.
➤ Are legal documents relied on by business auditors to determine who has the right to approve specific transactions?
How to record minutes of meeting?
Minutes’ aesthetic, style, and content requirements are unique to each firm. Regardless, it is preferable that the minutes be written in such a way that anyone can easily follow the talks and understand how and why certain decisions were made.
It is not expected to be a word-for-word match. However, the essential elements of the debates, such as the ultimate decision, the competing viewpoints of the members, and any other relevant background material for future reference, should be documented.
Important guidelines for minutes of meeting
Minutes have no minimum or maximum length. The minutes’ content is more significant.
In general, a good set of minutes includes the following:
➤ Being recorded in the third person and in the past tense
➤ Being written in a formal and official tone
➤ The number of business items discussed in the meeting
➤ The meeting's date, start and end times, and location
➤ The method of meeting (e.g. in person, or video-conference)
➤ Whether quorum was met. (A quorum is the number of persons who must be present in order for a meeting to be valid.)
➤ Attendance and a record of who departed or arrived during the meeting
➤ The meeting's agenda
➤ Materials distributed to board members prior to and during the meeting
➤ An accurate account of the discussions and decisions
➤ All critical decisions were made at the meeting
➤ Records of each director's vote decision
➤ Acts summarized and people committed to agreed-upon actions
➤ Ensured the content's accuracy
➤ The election of the meeting's chairman
➤ General information
A. Shareholders’ meeting
The following information should be included in the minutes of a shareholders’ meeting:
The names of the directors, members, shareholders, officers, and any proxies (persons who are making company decisions on behalf of members absent from the meeting).
Evidence of a satisfied quorum. A meeting cannot take place until a quorum is present.
A record of members who agreed to read the notice at the meeting.
The chairman’s introductory remarks are recorded.
A record of the chairman’s summary statement presented at the meeting prior to the consideration of business transactions.
A resolution that approves business transactions:
➤ Ordinary resolutions must be approved by a majority of at least 50% of the votes cast
➤ A majority of at least 75 percent of the votes cast is required for extraordinary resolutions
Interactions between the chairman and any of the attendees, such as questions asked, clarifications sought, and so on.
The number of votes cast in favor of and against the measure.
The chairman gave a vote of thanks to the attendance at the end of the meeting for their support of the company’s decisions.
The chairman’s signature appears at the conclusion of the minutes. This validates and acknowledges the meeting’s proceedings.
B. Directors’ meeting
The minutes of a directors’ meeting should include the following information:
The names of the directors, secretary, and any officers present.
The names of any missing directors.
Highlights from the confirmed minutes of the previous directors’ meeting.
➤ If directors want to change a previous decision, they must refer to the pointers confirmed in the minutes of the previous meeting
The approval of the director in any corporate transaction through a board resolution.
Written proof that a director has abstained from voting on a business matter in which he has a personal interest.
The director’s opposition to any particular firm
Reviewing the minutes of meeting
A. Who reviews the minutes?
Before finalization, a draft of the minutes should be distributed to all board members for review and inspection.
B. What should the reviewer check for?
The reviewer(s) should ensure that the necessary guidelines and basic contents are followed. They should also examine to see if the information provided is correct.
C. What happens if there is an error?
If the minutes have not yet been finalized and recorded into the books, major pertinent events or discussions that occurred or were discussed shortly following the meeting may be incorporated as “after notes.”
If the notes have been finalized for board meetings, the board must agree on the type and content of the inaccuracy. Corrections to the error must subsequently be noted in the minutes of the future meeting, with a notation to the original minutes.
Approval and signing of minutes of meeting
A. Who is to approve and sign the minutes?
Company minutes must be signed and approved by either:
The meeting’s chairman
The meeting’s subsequent chairman
B. 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 proven:
The meeting was duly held and convened
All proceedings had been properly carried out
All appointments of officers (directors, secretary, managers, etc) or liquidators made up to that point are valid.
Minutes of resolutions adopted by written ballot A private or unlisted public business may pass an ordinary or extraordinary resolution in writing. This means that the corporation is not necessary to hold a meeting in order to implement this resolution.
This resolution is subsequently distributed to all of the company’s members, and it is approved by a majority vote.
Following that, the company must tell every member that the resolution has been passed within 15 days of the earliest date on which a director or secretary of the company becomes aware that the resolution has been passed.
A record of the resolution should also be kept in a minute book and signed by the company’s director or secretary.
Where Should Minute Books be Kept?
The company’s minute books must be compiled by a company secretary and held at either:
➤ The registered office
➤ The firm's principal location of business in Singapore
Inspection of minutes of meeting
The books holding the minutes of shareholder meetings shall be subject to inspection without charge by any member of the corporation.
Despite being part of the company’s records, the minutes of board meetings cannot be inspected by shareholders. This allows directors to openly and candidly discuss confidential and critical company matters without disclosing them to the market or shareholders.
Requesting for a copy of the minutes
If a member wants a copy of the minutes, the corporation must provide the member with a copy within 14 days. It should be mentioned that the fee for each page of the minute books should not be more than $1.
If the firm fails to deliver such copies of the minutes upon request, the company and each officer who is in default will be guilty of an offense and subject to a fine of up to $400 as well as a default penalty.
Do the minutes need to be filed with ACRA?
In general, meeting minutes are not required to be filed with the Accounting and Corporate Regulatory Authority (ACRA). Unless the minutes are related to a topic that requires a copy of the minutes to be filed with ACRA.
For example, if a holding company holds beneficial ownership of all issued shares of a subsidiary and a minute is signed by a representative of the holding company authorizing the issuing of shares, a copy of that minute must be filed with ACRA.
Check the BizFile+ website for your individual transaction to determine if you need to file minutes.
Meeting minutes are significant because they give a written record of what happened during meetings and assist choices made during meetings stand up to examination.
They must be correct since they may be used in an external audit, regulatory review, or legal procedures. As a result, minutes must be meticulously produced, examined, and approved.
Companies and executives that fail to keep minutes of company meetings within one month of the meeting may be fined up to $2,000 and subject to a default penalty.
You may want to hire a corporate secretarial firm to help you record and store company minutes professionally.
Post annual general meeting matters
The AGMmeeting minutes must be written down and signed by the chairperson. Following that, a corporation must file its Annual Returns. For additional information, see our page on submitting Annual Returns.
When filing the Annual Returns, the company must also verify the following information:
➤ Financial period during which audited accounts have been prepared
➤ Directors', Company Secretary's, Auditors', and Shareholders' information
➤ Registered fees
➤ A breakdown of the issued and paid-up share capital
➤ Firm type (private, public, or small exempt private company)
➤ Principal operations
➤ Registered address
➤ Full name and registration number of the company
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