Minutes book: recording board and general meeting minutes
A minutes book records proceedings of board and general meetings under section 118. Minutes must be prepared within 30 days and kept permanently.
Short answer
A minutes book is the formal record of the proceedings of a company's board meetings, committee meetings and general meetings. Section 118 of the Companies Act, 2013 requires minutes to be prepared, signed and kept within 30 days of each meeting. Read with the Secretarial Standards, minutes are kept permanently and serve as legal evidence of decisions.
- Governed by
- Section 118 and Secretarial Standards SS-1, SS-2
- Prepared within
- 30 days of the meeting
- Retention
- Permanently
- Inspection
- Members may inspect general meeting minutes (section 119)
What minutes must contain
Minutes are a fair and correct summary of the proceedings, not a verbatim transcript. They record the date, time and place, the directors or members present, the quorum, and each resolution passed, with the names of dissenting directors where relevant. Matters defamatory of a person, irrelevant or detrimental to the company may be left out at the chairperson's discretion. Pages must be consecutively numbered, and each page initialled or signed, with the last page signed and dated by the chairperson.
Signing and keeping minutes
Board minutes are signed by the chairperson of that meeting or of the next meeting. General meeting minutes are signed by the chairperson within 30 days. Minutes may be kept in physical form or electronically, provided the electronic records meet the requirements of the Companies (Management and Administration) Rules, 2014. Members have a right to inspect general meeting minutes and to receive a copy within seven working days of a request, but board minutes are not open to members.
Why it matters for startups
Under section 118(8), properly kept minutes are evidence of the proceedings recorded in them, and any meeting with signed minutes is presumed duly held. That makes them your strongest defence if a founder dispute, tax enquiry or investor question arises later. Keep minutes current, number pages properly, and never alter signed minutes.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
How soon must minutes be prepared?
Within 30 days of the conclusion of the meeting, as required by section 118.
Can minutes be kept on a computer?
Yes. Electronic minutes are allowed if they meet the security and authentication requirements in the rules.
What happens if minutes are not maintained?
The company and every officer in default face penalties under section 118(11), and the company loses valuable evidence of its decisions.