Minutes are one of those corporate formalities that feel like paperwork until the moment they matter, and then they matter a great deal. When a shareholder disputes a decision, a bank asks for evidence of board approval, a buyer’s lawyers run due diligence, or IRAS or ACRA queries a transaction, the company’s minute books are the primary record of what was decided and by whom. Section 188 of the Companies Act 1967 makes keeping them a legal duty, not a nicety. This 2026 guide explains what minutes must contain, the one-month rule, who can inspect them, and how to keep them properly.
Well-kept minutes are a quiet form of protection for directors. If your minute books have fallen behind, or you are not sure they meet the statutory standard, our corporate secretarial team can bring them up to date and maintain them going forward.
What the law requires: Section 188
Section 188 of the Companies Act 1967 requires every company to keep minutes of all proceedings of general meetings (shareholder meetings) and of meetings of its directors and managers. The minutes must be entered in books kept for that purpose within one month of the meeting to which they relate.
Once minutes have been signed by the chairman of the meeting, or by the chairman of the next succeeding meeting, they are treated as evidence of the proceedings. In legal terms, a signed minute is presumptive proof that the meeting was duly held and convened, that all appointments made at the meeting are valid, and that the proceedings recorded actually took place. That evidential weight is precisely why minutes are worth getting right.
The one-month rule
The single most-missed requirement is timing. Minutes must be entered into the minute books within one month of the meeting. Companies that let minutes accumulate and write them up months later, or worse, reconstruct them at year-end for the auditor, are technically in breach and, more importantly, are producing a weaker record. Contemporaneous minutes carry far more credibility if a decision is ever challenged.
Failure to comply with section 188 is an offence, and the company and its officers can be liable to a fine. But the bigger practical risk is evidential: minutes written long after the event, or not at all, leave directors exposed when they most need a clear record of a decision.
What minutes should contain
The Companies Act sets the obligation but does not prescribe a rigid template. Good minutes are concise but complete. For each meeting they should record:
The company name and the type of meeting (AGM, EGM, or directors’ meeting); the date, time and place (or the fact that it was held by electronic means); who was present, who chaired, and whether a quorum was met; the business considered and the resolutions passed, with voting outcomes where relevant; any declarations of interest by directors; and the time the meeting closed. Where a decision involves a conflict of interest, the minutes should record the director’s disclosure and how the conflict was handled, because that record is often the director’s best defence.
Minutes versus resolutions
Minutes are the narrative record of a meeting; a resolution is the formal decision itself. Written resolutions passed without a meeting are still recorded and kept with the company’s records, even though there was no meeting to minute. Both belong in the company’s books.
Where minute books must be kept
Minute books should be kept at the company’s registered office or another place notified to ACRA. They can be maintained in bound books or electronically, provided the electronic records are capable of being reproduced in legible form and are adequately safeguarded against falsification. Many companies now keep digital minute books, which is acceptable so long as integrity and accessibility are preserved.
Who can inspect the minutes?
There is an important distinction between shareholder meeting minutes and board meeting minutes:
| Record | Who may inspect |
|---|---|
| Minutes of general (shareholder) meetings | Members are entitled to inspect these without charge and to request copies |
| Minutes of directors’ (board) meetings | Generally not open to members; these are for the directors and the company |
Members have a statutory right to inspect the minutes of general meetings and to be given copies within the timeframe set by the Companies Act. Board minutes, by contrast, are not ordinarily available to shareholders, which is why sensitive commercial discussions belong in board minutes rather than in the general meeting record. Where a shareholder’s inspection right is wrongly refused, the member can seek to enforce it, so companies should respond to proper requests promptly.
How long to keep minutes
Minute books are permanent corporate records and should be retained for the life of the company. They are not the same as accounting records (which have their own five-year retention rule). Because minutes may be needed decades later, on a sale, a dispute, or a restructuring, they should never be discarded, and on a strike-off or winding up they should be preserved as part of the company’s records for the statutory period.
Frequently asked questions
Do minutes have to be signed?
To carry their full evidential weight under section 188, minutes should be signed by the chairman of that meeting or of the next meeting. Unsigned minutes are still useful but do not attract the same statutory presumption.
Can we keep minutes electronically?
Yes. Electronic minute books are acceptable provided the records can be reproduced in legible form and are protected against tampering.
Can shareholders see board meeting minutes?
Generally no. Shareholders can inspect minutes of general meetings, but directors’ meeting minutes are not ordinarily open to members.
Keeping accurate, timely minutes is one of the clearest markers of a well-run company, and it is a duty the company secretary should carry so directors can focus on the business. Raffles Corporate Services maintains complete, compliant minute books for our clients as part of every corporate secretarial engagement. Reach us through our website.
The statutory text of section 188 is on Singapore Statutes Online, with record-keeping guidance at acra.gov.sg.
— The Editorial Team, Raffles Corporate Services