What are minutes?
Singapore law requires that each and every company in Singapore keep a record of the proceedings of it shareholders’ and directors’ meetings. In other words, companies in Singapore are required to document their “minutes”. Every company in Singapore needs to keep a record of the proceedings of its shareholders’ and directors’ meetings. These records are kept up as minutes.
Minutes, then, are just the documentation of the contents of a meeting. They can be used to remind attendees or inform non-attendees about what happened during a meeting. Minutes should include the following information: the date and time of the meeting, the type of meeting, attendees, business transacted, and the like. The minutes only need to include essential information that was discussed during the meeting. When you’re recording your minutes, try summarizing the most important discussions or decisions.
Meaning and Importance of Minutes
As mentioned above, minutes are simply a synopsis of company meetings. They are considered a part of the company records. Singapore law defines company records as inclusive of a register, index, minute book, accounting record, minutes, and the like.
Companies create minute books, or a bind that holds together all of the meeting minutes. Typically, a company creates various minute books depending on the type of meeting that was conducted. Every type of company in Singapore must maintain their meeting minutes.
- Minutes confirm decisions made at a company’s meeting
- Minutes are a permanent record of the meeting’s procedures
- Minutes provide a synopsis of the entire proceedings to any non-attendees
- Minutes act as a record of the authority that the company grants to specific officers amid the meeting
- The auditors of the company rely on minutes as a legal document
- Minutes are a proof of the company’s policy decisions taken at the meeting
Who Prepares the Minutes?
Preparing the minutes falls under the responsibilities of the company secretary.
Which Meetings Are Covered?
Every Singapore incorporated company must maintain minutes of both shareholders’ meetings and directors’ meetings.
Contents of the Minutes
To start off, minutes should include the name of the company, the type of meeting, and the date, time, and location of the meeting. The minutes should also include the individual acting as chairman for the meeting. Read more below about what additional information should be included in shareholders’ and directors’ meetings.
- The names of the directors, members, shareholders, officers as well as persons who are attending by means of a proxy
- The presence of quorum (the minimum number of people the company requires to start the meeting)
- Whether or not the members had read the notice at the meeting or with the consent of the members
- A summary statement by the Chairman at the meeting before the discussion of the business transactions
- Approval of business transactions (by means of resolutions) and whether the business was ordinary or special in nature:
- Ordinary Business – For approval of routine business transactions by ordinary resolution requiring at least 50% majority
- Special Business – For approval of special business transactions by special resolution requiring at least 75% majority.
- Any interactions that occurred between the chairman and any of the attendees (any queries raised, questions asked, clarification sought, etc.)
- The vote of thanks which the chairman extends to the attendees for their help to the company decisions
- The signature of the chairman toward the end of the minutes so as to authenticate and confirm the proceedings of the meeting
- The name of the directors, secretary and other officers in attendance
- The name of directors who were absent at the meeting
- Notes of confirmation of minutes of the immediately preceding Directors’ Meeting
- Any reference made to previous minutes in case directors wish to modify a decision taken before
- The approval (by way of a board resolution) of directors in any business transaction
- The fact that the director did not cast his vote where he has a personal interest in a business item
- The director’s dissent to any specific business
Timeline, Signing of Minutes, Effect of Signed Minutes
A company should set up the minutes of any of the meetings that conducts within one month from the date of the meeting.
The company minutes are to be signed either by the Chairman of the meeting where the proceedings are held or Chairman of the subsequent meeting.
The minutes once signed and approved have the following effects: evidence that the company duly conducted the meeting, the proceedings of the meeting were properly held and that the appointments of officers (directors, secretary, manager etc) in the meeting are valid.
Inspection of Minute Books, Copy of Minutes
Companies must keep minute books at the registered office or at the company’s principal place of business in Singapore. Additionally, companies are required to provide copies of the minutes should any of its members request them. If requested, the company has 14 days to furnish the copy of the minutes to that member. Each page of the minute books cannot exceed $1. Companies who fail to provide copies of minutes are considered guilty of an offence and face a fine.
Companies are required to keep proper records and accounts of their businesses. This is one of the reasons why Singapore asks that newly formed companies appoint a company secretary within 6 months of their creation. If you’re looking for a company secretary, try browsing corporate services providers here.
Alternatively, if you are looking to incorporate your company, we offer bundle packages inclusive of a company secretary at no charge. Find out more about our offerings here.