Company Law Reform Bill

This clause requires companies to record minutes of all proceedings at directors’ meetings, replacing the current requirement in Section 382 of the Companies Act 1985. Subsection (2) contains a new provision, introducing a minimum period for keeping these records, so as to make it clear that they are not required to be kept in perpetuity. Ten years has been chosen as the period for keeping records of shareholder resolutions and meetings in Clause 329. There are advantages in terms of consistency in taking the same approach. We concluded that it would not necessarily help to tie the period that these records should be kept to any particular limitation period. For example, the limitation period for breach of contract runs from the breach, and if minutes prove evidence of a contract, they may date from some years before the breach. Companies may keep the records for longer if they wish to do so. It seems to us that within 10 years the company—its directors and others—should have a sense of whether the minutes need to be kept for posterity.