What is the legal requirement to keep minutes of meetings of shareholders?

The Companies Act 2006 obliges a company to keep minutes of all proceedings at general meetings. A company is also required to keep copies of all written shareholder resolutions.

How long must shareholder meeting minutes be kept?

Minutes of general meetings and copies of written shareholder resolutions must be kept for at least 10 years from the date of the meeting or resolution, as applicable. They are kept at the company’s registered office unless the company has notified to Companies House another place at which they are kept and which is located in the same part of the UK as the company’s registered office. Where there are minutes of a general meeting, until the contrary is proved, the meeting is deemed duly held and convened, all proceedings at the meeting are deemed to have duly taken place and all appointments at the meeting are deemed valid.

Who can ask to inspect shareholder meeting minutes?

Shareholder meeting minutes must be open to inspection by any shareholder without charge. In addition, a shareholder may require a copy of the minutes on payment of a prescribed fee.

Shareholder meeting: template minutes

Template minutes for a meeting of shareholders of a private limited company.

for a general meeting of a private limited company
where a meeting is called to pass resolutions instead of using the written resolution procedure

What are the key features?

template minutes that can be adapted depending on the business of the meeting
provision for:
- attending shareholders (including any proxies)
- chair of the meeting
- confirmation of presence of quorum
proposal and voting on each shareholder resolution

What else do I need to know?

Under the Companies Act 2006, a company is required to keep minutes of all proceedings at general meetings and copies of all written shareholder resolutions. These records must be maintained for at least 10 years from the date of the meeting or resolution. They should be kept at the company’s registered office unless the company has informed Companies House of other location, which must be in the same part of the UK as the company’s registered office.

Where there are minutes of a general meeting, until the contrary is proved, the meeting is deemed duly held and convened, all proceedings at the meeting are deemed to have duly taken place and all appointments at the meeting are deemed valid.

Shareholders have the right to inspect shareholder meeting minutes without charge and can request a copy of the minutes by paying a prescribed fee.

What other documents are available?

Related documents for calling and holding general meetings include;

Description

When do I use this document?

as an advance subscription agreement between the company and a single investor
where the conversion price will be calculated as a percentage discount to the issue price for shares in the qualified investment round
if agreed, where there is an agreed valuation cap on the company’s valuation

What are the key features?

advance subscription terms and payment
conversion on the occurrence of defined events, including a qualifying financing round, the sale of the company or on a longstop date
conversion price on a qualified financing round to be at an agreed percentage discount to the qualified financing round share price
if agreed, a cap on the valuation of the company for the purpose of calculating the conversion price
warranties regarding the investor’s compliance with Financial Services and Markets Act 2000 regime regarding financial promotions

What else do I need to know?

For detailed discussion regarding the purpose of advance subscription agreements and their benefits and disadvantages for investors and the company, click here.

Negotiating points

Prior to entering into this ASA, the parties will need to consider and agree:

discount rate: the discounted price per share (expressed as a percentage) at which the ASA investor will receive shares in the qualified financing round
valuation cap: if agreed, the cap on the valuation of the company for the purpose of calculating the price at which the advance subscription will convert into shares on a qualified investment round
default valuation: the default valuation of the company which will be used to calculate the conversion price of the advance subscription in circumstances where conversion occurs on the agreed longstop date or the company’s insolvency
longstop date: the longstop date on which (and in the absence of a prior qualifying financing round) the ASA will automatically convert into shares
qualified financing round: the minimum amount of funding which the company must raise before that funding round will count as the qualified financing round under the ASA which results in the conversion of the advance subscription into shares
subscription amount: the amount of the investor’s advance subscription

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£25.00 exc VAT

Updated by a lawyer on 28/08/2024

Updated By a lawyer on 11/15/2022

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Shareholder meeting: template minutes

When do I use this document?

What are the key features?

What else do I need to know?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Negotiating points

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Shareholder decision making in private companies – what you need to know

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Shareholder meeting: template minutes

When do I use this document?

What are the key features?

What else do I need to know?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Negotiating points

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Shareholder decision making in private companies – what you need to know

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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