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Last updated: 26 April 2026
For directors · Building management

AGM and directors minutes. Good governance, ten years on file.

Minutes are the contemporaneous record of decisions. When a leaseholder challenges a service charge or a director is later questioned about a decision, the minutes are the evidence. Getting them right is low-effort. Getting them wrong has serious consequences.

Company law & governance
Under the Companies Act 2006, minutes of directors' and general meetings must be kept for at least 10 years (sections 248 and 355). Members have statutory inspection rights. Failure to keep minutes or allow inspection is a criminal offence by every officer in default, though prosecutions are rare. More practically, poor minutes undermine the company's ability to defend any decision that is later challenged at tribunal or elsewhere. In context: But the fix is the templates below. Notice and minutes can be drafted in an hour and used for every meeting from now on.
What this means Your situation The template How to use it Recovery FAQ
What this actually means

One hour to write. Indefinite protection against future challenge.

Good minutes are not elaborate. They are clear, contemporaneous, and specific about who decided what and why.

Notice period

14 clear days

For AGM minimum. Longer if articles specify. Directors' meetings: reasonable notice to all directors (usually 3-7 days).

Retention

10 years

Under the Companies Act 2006. In practice keep indefinitely with the company's digital records.

Cost

£0

Directors write. No external cost. Some companies use a company secretary service (~£100/yr) for AGM logistics.

What every set of minutes must record. Date, time, location, attendees, apologies, the chair, each agenda item, discussion, decisions (with any voting outcome), action items with owners and deadlines, and the time of close. For AGMs, add: confirmation of notice given, quorum, approval of prior AGM minutes, accounts and director reports, resolutions proposed and voting results.

Your situation

Three versions of this gap.

Pick the one that matches you.

1. We do not hold AGMs or keep minutes

4 to 6 weeks

Common in small self-managed blocks. The directors meet informally, make decisions, and never write them up. When challenged, there is no evidence.

What to do.
  • Read the articles of association. Do they require an AGM? When?
  • Schedule the first AGM for a date that works for members. Give minimum 14 clear days notice.
  • Use the notice template and minutes template below.
  • Appoint a director (or non-director) as minute-taker for meetings going forward.

2. We hold AGMs but the minutes are informal

1 to 2 weeks

An AGM happens but the "minutes" are a short email summary that does not include voting, attendees, or action items.

What to do.
  • Upgrade to the minutes template below for the next meeting.
  • Re-minute prior meetings from available records if a formal record is needed for a specific purpose.
  • Store minutes in a numbered sequence with the company's statutory books.

3. A decision is being challenged and the minutes are unclear

Damage limitation

A leaseholder or tribunal is asking for the basis of a past decision, and the minutes are vague or contradictory.

What to do.
  • Assemble all supporting evidence from the time: emails, agenda packs, draft documents.
  • Provide the minutes alongside the supporting evidence. Do not retrospectively amend minutes; that creates bigger problems.
  • If minutes are clearly wrong on a factual point, pass a resolution at the next meeting recording the correction.
  • Going forward, use the full minutes template every time.
The notice and minutes templates

Two templates: AGM notice and minutes. Adapt for each meeting.

Paste into your document template. Fill in the amber slots. Circulate the notice at least 14 clear days before the meeting and the minutes within 30 days after.

Good minute discipline

What good minutes look like in practice.

Minutes are written for a reader who was not in the room. Specifically: a tribunal, a new director, or a future buyer's solicitor.

Capture decisions, not debate

Minutes do not need a verbatim record of who said what. They need the decision, the basis for it, and the vote outcome. A paragraph per agenda item is usually enough.

Name the voters on contested items

For items where the board is not unanimous, record who voted for, against, and abstained. This protects individual directors later.

Avoid ambiguous action items

Every action has an owner and a deadline. "The board will consider X" is not an action item. "Director Y to obtain three quotes for Z by [date]" is.

Circulate drafts within 30 days

Draft minutes go to all attendees within 30 days for factual correction. Finalise after any comments. The final version is signed at the next meeting as a true record.

Funding and access rights

What leaseholders and other stakeholders can see.

Minutes are governance records, and members have statutory access rights.

Member inspection (Companies Act 2006 section 358)

Members of the company may inspect the minutes of general meetings free of charge during business hours. For a block's RMC, every leaseholder who is a member has this right.

Retention for 10 years

Under sections 248 and 355 of the Companies Act 2006. Good practice is to keep indefinitely with the company's digital records.

Directors' meeting minutes

Generally not subject to member inspection. Directors may share voluntarily. Redact personal data and any legally privileged content before sharing.

Tribunal or court requests

The First-tier Tribunal or a court can order disclosure of minutes as part of proceedings. Good minutes strengthen your position. Bad or absent minutes weaken it.

Common questions

Six things directors ask about AGMs and minutes.

Extracted so search engines and AI assistants can cite directly.

Does an RMC or RTM have to hold an AGM?
Depends on the articles of association. Companies formed under the Companies Act 2006 Model Articles are not required to hold AGMs. Most purpose-written RMC/RTM articles do require an AGM, typically annually. Read your articles before assuming. Holding an AGM is good governance regardless.
How much notice must be given for an AGM?
Minimum 14 clear days under the Companies Act 2006 (or longer if articles specify). "Clear days" excludes the day of service and the day of the meeting. Notice must specify date, time, place, and any special business.
Can members attend remotely?
Yes if the articles permit hybrid or virtual meetings. Many older RMC articles require physical attendance; modern companies have updated articles to allow video link. The Corporate Insolvency and Governance Act 2020 temporarily allowed virtual AGMs during COVID; that regime has ended.
What must be recorded in meeting minutes?
Time, date, place, attendees, chair, each agenda item discussed, every decision made (with voting if applicable), any resolutions passed. Companies Act 2006 section 248 requires minutes of directors' meetings for 10 years. Section 355 requires minutes of general meetings for the same period. Courts give significant weight to minutes as contemporaneous evidence of decisions.
Can leaseholders see the minutes?
Members of the company can inspect general meeting minutes under section 358 of the Companies Act 2006. Directors' meeting minutes are generally not inspectable by members except via court order, but in a block setting directors often share relevant extracts voluntarily. Always redact personal data on request.
What resolutions can be passed at an AGM?
Anything within the company's powers: approve accounts, appoint auditors, appoint or re-elect directors, amend articles (special resolution), approve major works or spending above budget, discuss and vote on leaseholder-raised items. Each resolution should be properly framed and recorded with the voting outcome.
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Next steps

Four ways to take this further.

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