(1)Minutes recorded in accordance with section 248, if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting, are evidence (in Scotland, sufficient evidence) of the proceedings at the meeting.
(2)Where minutes have been made in accordance with that section of the proceedings of a meeting of directors, 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.
Cases considering section 249 (5)
[2024] EWHC 1819 (Comm) · 17 July 2024Limits
The court held that minutes purportedly authenticated by the chairman are evidence of the proceedings, but their evidential weight is not definitive where their accuracy is challenged. The minutes had to be assessed alongside the contemporaneous documents and oral evidence (see paras [37]-[42]).
[2019] EWHC 1566 (Ch) · 19 June 2019
Applied to give authenticated board minutes presumptive evidential effect, placing the burden on the party seeking to show that the meeting was not duly held or that the recorded proceedings did not occur. (see paras [173]-[177])
[2024] EWHC 1357 (Ch) · 5 June 2024
Confirms the presumption that the company minutes were accurate. The court found that the evidence did not rebut that presumption and treated the minutes as a largely accurate record of the relevant meeting (see para [109]).
What each judgment says about section 249 is in the case-law panel in the full Act.
466.This section makes provision in respect of the evidential value of the minutes of directors’ meetings.