What meeting minute laws exist and how long should you keep those company minutes?
In terms of the South African Companies Act 71 of 2008, as amended by the Companies Amendment Act 3 of 2011 and the Companies Regulations 2011, which came into effect on 1 May 2011, all South African companies are required to keep minutes are kept of all meetings of directors or managers.
A question we are often asked is how long should companies keep Minutes of Meetings? The common perception in the marketplace is five years, however this is incorrect. Minutes of meetings should in fact be retained for a period of seven years.
The following is an extract from Section 24 of The Companies Act relating to “Form and standards for company records”. Please take note of the items in bold.
“Requirements for and terms of storage of Minutes and company records in terms of The Company Act 71 of 2008
Form and standards for company records:
24. (1) Any documents, accounts, books, writing, records or other information that a company is required to keep in terms of this Act or any other public regulation must be kept—
(a) in written form, or other form or manner that allows that information to be converted into written form within a reasonable time; and
(b) for a period of seven years, or any longer period of time specified in any other applicable public regulation, subject to subsection (2).
(2) If a company has existed for a shorter time than contemplated in subsection (1)(b),the company is required to retain records for that shorter time.
(3) Every company must maintain—
(a) a copy of its Memorandum of Incorporation, and any amendments or alterations to it, and any rules of the company made in terms of section 15(3) to (5);
(b) a record of its directors, including— (i) details of any person who has served as a director of the company, for a period of seven years after the person ceases to serve as a director; and
(ii) the information required by or in terms of subsection (5);
(c) copies of all—and
(i) reports presented at an annual general meeting of the company, for a period of seven years after the date of any such meeting;
(ii) annual financial statements required by this Act, for seven years after the date on which each such particular statements were issued; and (iii) accounting records required by this Act, for the current financial year and for the previous seven completed financial years of the company;
(d) notice and minutes of all shareholders meetings, including—
(i) all resolutions adopted by them, for seven years after the date each such resolution was adopted; and
(ii) any document that was made available by the company to the holders of securities in relation to each such resolution;
(e) copies of any written communications sent generally by the company to all holders of any class of the company’s securities, for a period of seven years
after the date on which each such communication was issued; and (f) minutes of all meetings and resolutions of directors, or directors’ committees,
or the audit committee, if any, for a period of seven years after the date—
(i) of each such meeting; or
(ii) on which each such resolution was adopted.”
For more information on minute laws and legislative requirements pertaining to formal minutes of meetings or for your minute taking training requirements, contact us at The minute Takers Clinic.
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