Why do Companies need a Minute Book?

Why do Companies need a Minute Book?


So you have formed your company. The competent authority (whether onshore or offshore) sent you your trade licence, Memorandum of Association and share certificates.

Now what?

Most probably you store them in a folder somewhere in your office or on the server and forget where they are stored.

Then the bank asks you for these documents. How long does it take to find them?

5 seconds? No.

5 minutes? Maybe on a lucky day.

After 20 minutes do you ask someone else to start finding all the documents?

If this sounds like you and your company, you need to consider keeping a Minute Book.

Once you have formed your company, the company can only act through its board of directors. Any actions such as change of directors, payment of dividends, changes in shareholding and other matters, will need to be documented as evidence of proper authorisation by the board pursuant to the Articles of Association and Memorandum of Association.  The documented evidence are your Minutes. They set forth all discussion and resolutions adopted during the board meeting. These Minutes will then be reviewed and approved by the board at a subsequent meeting, signed by the secretary of the meeting and placed in the Minute Book.

When there are changes to shareholding, approvals will have to be made by the shareholders also which will need to be documents and included in the Minute Book.

Over the life of the company, there will be numerous occasions when third parties such as banks, investors, authority boards and contracting parties will request to see your company secretarial documents and evidence of board approval for certain actions as part of their due diligence.

The original Minute Book should be held securely (preferably in a fire proof cabinet) in the company headquarters, with digital copies filled in an organized manner accessible only to your lawyer and CEO.

An organized, well-maintained Minute Book should include these sections:

  1. Certificate of Incorporation
  2. Trade Licence
  3. Memorandum of Association
  4. Articles of Association
  5. Board Minutes (including written consents)
  6. Shareholder Resolutions

In addition there will be sections relating to directors, registered address, tax, etc.

If you start the process from the start of incorporation, you can ensure that you spend as little time as we possible accessing the documents in the future. Having up to date, clear and concise records of all company documents will make this process less time-consuming and painful.  By not keeping an up to date Minute Book, it can become expensive in terms of legal fees having to ratify all past actions and also obtaining certified true copies of documents such as the certificate of incorporation and trade licence from the competent authority.

James Berry & Associates is offering company secretarial services, ensuring the safe-keeping of your company’s Minute Book. Our services also include the drafting of board minutes, shareholders resolutions and maintaining and updating your corporate documents. Should you wish to benefit from these services, we would be happy to assist you and answer any queries you may have. Please feel free to contact James Berry at enquiries@jamesberrylaw.ae.

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