Company board minutes must be stored in a minute book according to regulations
Recently we were asked a question by a concerned delegate whose company had experienced the theft of their Minute Book. This is a most concerning situation indeed as should auditors, SARS or a court of law request the Minute Book for any reason, the company could be found to be in comprised position.
In terms of the South African Company Act the Minute Book must be retained for seven years. The reason for this is that the Minute Book should contain a record of the Company’s Resolutions and various other important documents. The Minute Book must be stored at the Company’s headquarters under lock and key, whether that is a safe or a locked cabinet and should be in the custodianship of the Company Secretary who is ultimately responsible for all company documentation and compliance matters.
So what does one do if your company’s Minute Book has gone missing?
Firstly it is advisable that the Company Secretary creates an affidavit at the police station to this effect. This affidavit can be filed as the first document in the new Minute Book. This will protect the organisation as evidence of acknowledgement of the date and circumstances of the loss of the Minute Book.
Secondly it is important to try to recreate the Minute Book using whatever electronic records are available and to go back as far as possible. These copies of the minutes should be signed by the Chair and the copies of all the previous Minutes and the new Minute Book should be minutes in a new meeting of the Board and accepted by means of a motion.
In addition, it is recommended that the copies of the previous Minutes are inserted into the Minute Book in the correct manner: the table of contents must be annotated by hand and each page of the Minutes must be initialled by the Chair.
Following this procedure will ensure that the organisation is able to create a fairly acceptable duplicate of the original Minute Book which should then be stored under lock and key at the company’s headquarters.
For more information about corporate minute taking training please contact The Minute Taker’s Clinic now!
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