Minutes of a general meeting

All companies must keep minutes of all proceedings of general meetings (GM). Make sure that your company records are kept in good order and
up-to-date by using and completing our form at the end of each meeting.

How’s it done?

Unless the company only has one member, subject to the articles saying otherwise, two qualifying members will constitute a quorum at a GM. The chairman will have the responsibility to ensure the GM is conducted properly. If there’s a deadlock at the meeting, then, subject to the company’s articles, the chairman might have the casting vote.

A company can only carry out business in a GM by passing a resolution. Most decisions are taken by ordinary resolution, which require a simple majority of votes, e.g. 51%. For exceptional business, decisions are taken by special or extraordinary resolution, which require a 75% majority. Unless the articles say otherwise, voting on the resolutions at a GM will be by show of hands.

Tip

The minutes of the meeting can be signed by the chairman at the following or succeeding meeting. This gives the chairman the opportunity to seek the approval of the members that the minutes of the original meeting are a true and accurate record.

Good minutes

These are achieved by observing the following basic rules:

They should be concise, accurate, impartial and clear. All decisions and resolutions must be recorded and, if appropriate, any reasoning leading to a resolution should be carefully minuted. Make sure too that minutes of the shareholders’ meetings are kept separate from minutes of board meetings. Shareholders do not have any right to see minutes of directors’ meetings, but can inspect minutes of a shareholders’ meeting.

Resolutions

Any resolution by the company in the minutes shall be conclusive evidence of proof of the facts stated. This may be important if any member subsequently disputes the accuracy of the wording.

Records

The books containing minutes of the general meetings must be kept at the registered office of the company or any place and be open to inspection by the members and without charge.

Filing

Don’t forget that any ordinary or special resolutions passed must be filed with Companies House within 15 days of being passed.