(1)Every company must cause minutes of all proceedings at meetings of its directors to be recorded.
(2)The records must be kept for at least ten years from the date of the meeting.
(3)If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.
(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
Cases considering section 248 (3)
[2024] EWHC 1819 (Comm) · 17 July 2024Limits
The court treated the statutory duty to record directors’ meeting minutes as important, but held that compliance did not make the signed minutes conclusive evidence of the facts recorded. Their weight remained subject to evaluation against the evidence as a whole (see paras [37]-[42]).
[2020] EWHC 2308 (TCC) · 4 September 2020
The court regarded the absence of board minutes as significant evidence against the alleged development agreement between the related companies, noting that entry into such an agreement ought to have been recorded in company minutes. (see para [208])
[2015] EWHC 1044 (Ch) · 17 April 2015
The court used section 248 to support the conclusion that a directors’ meeting involves a meeting requiring proper minutes. A document recording a meeting with the parties present was therefore evidence that they had been together, rather than merely having signed documents separately. (see para [144])
What each judgment says about section 248 is in the case-law panel in the full Act.
462.This section, together with section 249, replaces the provisions of section 382 of the 1985 Act relating to records of meetings of directors. The requirements of section 382 of the 1985 Act relating to records of meetings of managers have not been retained. This section requires a company to record minutes of all meetings of its directors.
463.Subsection (2) is new. The minutes must be kept for at least ten years.
464.Failure to make and keep minutes as required by this section is a criminal offence, applying to every officer of the company who is in default. In a change from section 382 of the 1985 Act, liability for the offence will no longer fall on the company.
465.Part 37 of the Act makes provision as to the form in which company records (including minutes) may be kept and imposes a duty to take precautions against falsification.