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Ash
Ash, Solicitor
Category: Law
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Experience:  Solicitor with 5+ years experience
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I would value your help.By dint of owning in an apartment,

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I would value your help.
By dint of owning in an apartment, I am one of eight Directors of a Private Limited Company which owns the freehold of eight apartments.
We have now conducted a number of Directors' Meetings in the past few years for which no Minutes were recorded, circulated and agreed.
At the next meeting, am I entitled to demand that Minutes are recorded (for both good business practice as wel as legal reasons)?
I understand that this is a statutory requirement under the current Companies Act.
Many thanks,
P McClintock
Submitted: 1 year ago.
Category: Law
Expert:  Nicola-mod replied 1 year ago.
Hello,
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Nicola
Expert:  Ash replied 1 year ago.
Hello my name is ***** ***** I will help you.Not only is there a statutory requirement to keep proper records (see below), such minutes may be crucially important as evidence of what occurred, which could be of major importance if the parties disagree or there are disputes with third parties.Sec355 Records of resolutions and meetings etc(1) Every company must keep records comprising-(a) copies of all resolutions of members passed otherwise than at generalmeetings,(b) minutes of all proceedings of general meetings, and(c) details provided to the company in accordance with section 357(decisions of sole member).(2) The records must be kept for at least ten years from the date of the resolution,meeting or decision (as appropriate).(3) If a company fails to comply with this section, an offence is committed by everyofficer of the company who is in default.(4) A person guilty of an offence under this section is liable on summaryconviction to a fine not exceeding level 3 on the standard scale and, forcontinued contravention, a daily default fine not exceeding one-tenth of level3 on the standard scale. Sec356 Records as evidence of resolutions etc(1) This section applies to the records kept in accordance with section 355.(2) The record of a resolution passed otherwise than at a general meeting, ifpurporting to be signed by a director of the company or by the companysecretary, is evidence (in Scotland, sufficient evidence) of the passing of theresolution.(3) Where there is a record of a written resolution of a private company, therequirements of this Act with respect to the passing of the resolution aredeemed to be complied with unless the contrary is proved.(4) The minutes of proceedings of a general meeting, if purporting to be signed bythe chairman of that meeting or by the chairman of the next general meeting,are evidence (in Scotland, sufficient evidence) of the proceedings at themeeting.(5) Where there is a record of proceedings of a general meeting of a company,then, until the contrary is proved-(a) the meeting is deemed duly held and convened,(b) all proceedings at the meeting are deemed to have duly taken place,and(c) all appointments at the meeting are deemed valid. So yes it is a legal requirement.Can I clarify anything for you about this today please?Alex
Ash, Solicitor
Category: Law
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Experience: Solicitor with 5+ years experience
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