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.
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|
The following information should be included in the minutes of a shareholders’ meeting:
|➤ 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|
The minutes of a directors’ meeting should include the following information:
|➤ If directors want to change a previous decision, they must refer to the pointers confirmed in the minutes of the previous meeting|
Before finalization, a draft of the minutes should be distributed to all board members for review and inspection.
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.
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.
Company minutes must be signed and approved by either:
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:
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.
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|
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.
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.
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.
The AGM meeting 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|
|➤ Accounts in XBRL format, in full or in part|