Company Minutes: exactly how?
I have a small limited company (Hong-Kong, but I believe it follows U.K. company law closely, which is why I've tagged this question UK). I am a shareholder and the sole director. There are other shareholders. The company is in its first year, and there are no employees. I am not resident in Hong Kong and use a company secretarial service.
My question might be very trivial but I want to know exactly how to prepare company minutes. I found a helpful page showing what it should look like, i.e. an address, a date, my name, a single "it was resolved that..." sentence, and a place to sign.
Q. Should I give my residential address, or the registered company address?
Q. Do I print-out just one copy, or do I need more?
Q. I have three types of company stamp, including a shiny mechanical device. Do I need to affix any of these to the document, or is my signature sufficient?
Q. Do I just store this document? Or do I need to send it off to the company secretary? Do they need to register these documents with company house, or anything like that? Will there be a charge?
Q. Do the shareholders need to be involved in any way? Do they need to be sent a copy?
Q. I've been putting off these administration jobs, concentrating on trying to build a business! I guess it is fine to back-date these documents as no-one is going to know the difference? E.g. the initial capital that I put in the bank account apparently has to be typed up as a director loan; I should date the minutes for this on the date the transfer was made?
(Recommendations for books that tell you how to do things at this level would also be very welcome!)
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This is not really about startups, within the scope of the site, but I've answered it anyway. – Steve Jones 11 years ago
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Thanks @SteveJones. I just checked the about page, and I think it is on-topic. It suggests "Specific issues with starting and _running_ a new business" are good questions. BTW, I hope you won't take offence, but I rolled back your edit. My question is about minutes, generally, of which dividends are just one type. – User26625 11 years ago
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No problem. I assumed you meant Dividend minutes as that's what you linked to and it is what a lot of people wonder about when starting a Ltd company ;-) I've deleted my answer now, as it no longer applies. – Steve Jones 11 years ago
1 Answer
(A partial answer of learnings so far.)
This page was quite helpful:
http://www.companylawclub.co.uk/topics/minutes_of_members_and_directors_decisions.shtml Regarding "do shareholders need a copy", I think the answer is no, but they must be allowed to view them if they request it. (An exception, mentioned by Steve Jones in the answer he deleted, is dividend minutes should be sent to shareholders, as it directly affects them.)
I think that also answers: "do they need to be registered or sent off?" They need to be kept at the company's registered office (or a company can specify in their resolutions an alternative place ). (Which in this case means they have to be sent off to the company that provides the company secretary and registered office?)
And regarding the "is my signature sufficient", this page: http://www.companylawclub.co.uk/topics/company_seals.shtml (My understanding of that is if there are two directors, or a director and a witness, then the seal is not needed. If just one director, then also apply the seal. NOTE: UK law changed in this respect in 1989, Hong Kong law may or may not have changed in the same way.)
