Board minutes retention

The rules, body by body

Companies, including charitable companies and academy trusts. Section 248 of the Companies Act 2006 is short and unconditional: “Every company must cause minutes of all proceedings at meetings of its directors to be recorded”, and “The records must be kept for at least ten years from the date of the meeting.” The sanction is personal: “If a company fails to comply with this section, an offence is committed by every officer of the company who is in default”, punishable by a fine and, “for continued contravention, a daily default fine”. Section 355 applies the same ten years to the members’ side of the company: it must keep “copies of all resolutions of members passed otherwise than at general meetings”, “minutes of all proceedings of general meetings” and the decisions of a sole member, “for at least ten years from the date of the resolution, meeting or decision”. A charity that is a company limited by guarantee is bound by both sections, and so is every academy trust, which is a charitable company as well as an exempt charity. The rule applies to all UK companies alike: private limited companies and small companies are legally required to keep the same records of meetings as a listed one, the articles of association can add to the requirement but cannot reduce it, and a company secretary, where there is one, is usually the officer who keeps them. Companies House does not receive minutes; the legal requirement is to keep them, and to produce them when a member, an auditor, a regulator, a court or an insolvency practitioner asks.

Charitable incorporated organisations. The Charitable Incorporated Organisations (General) Regulations 2012 copy the company scheme with a shorter clock. Regulation 37: “Every CIO must (a) cause minutes of all proceedings at meetings of its charity trustees to be recorded; and (b) if decisions are made by its charity trustees otherwise than in meetings, must cause the decisions made to be recorded”, and the records “must be kept for at least 6 years from (a) in the case of minutes of meetings, the date of the meeting; (b) in the case of decisions made otherwise in meetings, the date on which the decision was made.” Regulation 41 does the same for members: minutes of general meetings, resolutions passed otherwise than at general meetings and “decisions of members made otherwise than by resolution”, all for at least six years.

Unincorporated charities and charitable trusts. There is no statutory retention period for the minutes of an unincorporated charity. The duty to keep them comes from the governing document and from the Charity Commission’s expectation of how trustees decide: its guidance Charity meetings: making decisions and voting says “Your charity’s governing document should say how and when you should organise meetings and how to vote on decisions. You must do these things exactly as the governing document says. If you don’t, any decision you make during a meeting could be invalid”, and that if something goes seriously wrong “the Charity Commission or the courts may look into the way you made the decision”. The nearest statutory clock is the accounting one: under section 131 of the Charities Act 2011 trustees “must preserve any accounting records … for at least 6 years from the end of the financial year of the charity in which they are made”, and the minutes that authorised the spending are what those records are read against.

Maintained schools. The School Governance (Roles, Procedures and Allowances) (England) Regulations 2013 do not set a retention period either; they set an availability duty that has no end date. Regulation 15: the clerk “must ensure that minutes of the proceedings of a meeting of the governing body are drawn up and signed (subject to the approval of the governing body) by the chair at the next meeting”, and the governing body “must, as soon as reasonably practicable, make available for inspection by any interested person, a copy of (a) the agenda for every meeting; (b) the signed minutes of every such meeting; and (c) any report or other paper considered at any such meeting.”

Academy trusts. The Academy Trust Handbook, compliance with which is a condition of the funding agreement, repeats the school rule at trust level in both the 2025 edition and the 2026 edition that takes effect on 1 October 2026: “The trust must make available on request for public inspection: the agenda for every meeting of the trustees, local committees/governing bodies and committees; the approved minutes of each meeting; any report, document or other paper considered at each meeting.” The handbook also names one decision that must be minuted in terms: “The board of trustees must approve and minute their approval of a balanced budget, and any significant changes to it, for the financial year to 31 August”. Behind the handbook sits section 248, so a trust’s minimum is ten years and its duty to produce is open-ended.

What counts as a minute, and what else the rules reach

The retention rules attach to more than the document headed “Minutes”. Read together, they cover:

• the minutes of every meeting of the board, the directors or the charity trustees, however informal the meeting and wherever it was held;
• the minutes of every general meeting of the members, and copies of members’ written resolutions;
• decisions the trustees or members take without a meeting, which a CIO must record under regulations 37(1)(b) and 41(1)(c) and a company must keep under section 355(1)(a);
• for schools and academy trusts, the agenda and every “report, document or other paper considered” at the meeting, because the duty to produce covers the papers as well as the minutes;
• committee minutes: a maintained school’s regulations apply to committees, and the handbook names “local committees/governing bodies and committees” alongside the trustees.

The 2013 regulations also settle what the minutes have to record for a school decision to be valid. Regulation 14 fixes the quorum at “one half (rounded up to a whole number) of the membership of the governing body”, decides every question “by a majority of the votes of the governors present and voting”, gives the chair “a second or casting vote” on an equal division, and makes two decisions conditional on the agenda: a decision to change the school’s name has no effect “unless the matter is specified as an item of business on the agenda for the meeting”, and a decision to serve notice of discontinuance must be “confirmed by the governing body at a meeting held not less than 28 days after the meeting at which the decision was made”. Regulation 14(8) allows the governing body to “approve alternative arrangements for governors to participate or vote at meetings … including but not limited to by telephone or video conference”, which is itself a decision the minutes need to show.

None of the statutes says what a minute must contain, and a minutes template will not tell you either; the content follows from what the record has to prove. An accurate record of a board meeting carries the meeting details (the date of the meeting, where and how it was held, who chaired it, who was present and who sent apologies, and that the quorum was met), the approval of the minutes of the previous meeting, each agenda item with the decision taken and whether it was unanimous or by a majority, the interests declared and the withdrawals that followed, the actions agreed with an owner and a date, and the date of the next meeting. Minutes are a record of the business transacted, not a transcript: a verbatim account, whether typed or produced by AI tools from a recording, is a different document with its own data protection problems, and the recording it came from is a record the organisation then has to keep or deliberately destroy. Best practice across the sector bodies is the same short list, and the chairperson who signs the minutes at the next meeting is certifying that list, not the prose. Good board meeting minutes are short for that reason; a board resolution is recorded in the words it was passed in; and the members review the minutes as a draft before the meeting that approves them, so that the record the presumption attaches to is one everyone present has read.

What the minutes are evidence of

Company law gives authenticated minutes a legal weight most boards never notice until it matters. Section 249: minutes recorded under section 248, “if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors’ meeting, are evidence … of the proceedings at the meeting”, and where such minutes exist, “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.” Regulation 38 of the CIO regulations says the same of a CIO’s trustee minutes, authenticated by “the chair of that meeting; or the chair of the next charity trustees’ meeting”. The signature that regulation 15 requires of a school chair “at the next meeting” does the same job for a governing body.

The presumption runs one way. Signed minutes that say the meeting was quorate, that the conflicted trustee withdrew, that the budget was approved, are taken as true until someone proves otherwise; a decision that is not in any signed minute has to be proved from scratch by whoever relies on it. That is why the minute of a decision needs to carry the facts the presumption attaches to: who was present, that the quorum was met, what was decided and by what majority, who declared an interest and left, and, where a rule requires it, that the item was on the agenda.

The Commission’s guidance adds what a good minute of a charity decision shows. When trustees decide, they “must: act within your powers; act in good faith, and only in your charity’s interests; make sure you are sufficiently informed, taking any advice you need; take account of all relevant factors; ignore any irrelevant factors; manage conflicts of interest; make decisions that are within the range of decisions that a reasonable trustee body could make in the circumstances”, and if a decision is later examined the Commission “will consider what you could have reasonably known or found out when you made the decision”. A minute that records the advice taken and the factors weighed is the only contemporaneous proof of that. For a school, regulation 16 sets the conflict rule the minute has to show was followed: a governor, associate member, head teacher or clerk with a conflict of interest, a pecuniary interest, or a position where “a fair hearing is required and there is any reasonable doubt about a relevant person’s ability to act impartially”, “must disclose his or her interest, withdraw from the meeting and not vote on the matter in question”, and a dispute about whether someone must withdraw “must be determined by the other governors present at the meeting”.

Who is entitled to see them

Retention and access are separate duties, and for public bodies the second is the sharper one. The rules in force:

• Maintained school governing bodies must make the agenda, the signed minutes and every paper considered available “for inspection by any interested person” as soon as reasonably practicable (regulation 15(2)). Regulation 15(3) allows the governing body to exclude material relating to “a named person who works, or who it is proposed should work, at the school”, “a named pupil at, or candidate for admission to, the school”, or “any other matter that, by reason of its nature, the governing body is satisfied should remain confidential”: the origin of the confidential “part two” minute, which is still a minute and still kept.
• Academy trusts must make the same three things available “on request for public inspection” for the trustees, local committees and committees (Academy Trust Handbook), with the same expectation that confidential items are separated rather than omitted.
• CIOs must keep the members’ records for “the previous 6 years … available for inspection at the CIO’s principal office as it appears on the register of charities” or another address the trustees resolve on, “open to inspection by any member of the CIO without charge”, and any member “may require a copy of the records on payment of such fee, if any, as the charity trustees of the CIO may reasonably require” (regulation 44). Trustee minutes are not open to members as of right; the constitution decides.
• Charitable companies owe their members inspection of the members’ records under the Companies Act; directors’ minutes are for the directors, the auditors and any regulator or court that asks. The Charity Commission can require any charity to produce its minutes, and in a statutory inquiry routinely does.
• Care providers registered with CQC have no public inspection duty for board minutes, but the minutes of the body that governs the service are among the governance records an inspector asks to see when testing whether the provider is assessing and improving the quality of the service, and a provider that is a company is bound by section 248 like any other.

Two practical consequences follow. The confidential minute is a category, not an exemption: it is kept for the same period, produced to a regulator or court on the same terms, and only withheld from the public. And “available for inspection” has no end date in either the regulations or the handbook, so a school or trust that destroys minutes after the company minimum has met one duty and broken another.

How long, and in what form

The minimum periods, from the sources above:

• Company (including a charitable company and an academy trust): at least ten years from the date of the meeting, for directors’ minutes (section 248) and for general meeting minutes and members’ resolutions (section 355).
• CIO: at least six years from the meeting or decision, for trustees’ minutes and decisions (regulation 37) and for members’ minutes, resolutions and decisions (regulation 41).
• Unincorporated charity: whatever the governing document says, with the six-year accounting-records period of section 131 of the Charities Act as the period the minutes will be needed to explain.
• Maintained school and academy trust: no statutory minimum for the minutes as such, and a duty to make signed or approved minutes available for inspection that does not expire.

Every one of those is a floor. Minutes are the record of decisions about property, contracts, appointments, safeguarding and the constitution, and each of those has its own life: a lease, a pension liability or an allegation about a member of staff can be live for far longer than ten years. The usual practice, and the one most sector retention schedules adopt, is to keep signed minutes permanently and apply the statutory minimum to the papers and drafts around them. In an insolvency, a Charity Commission inquiry or an employment claim, the minutes of ten years ago are read as the record of what the directors knew and decided; a company that is required to maintain them for at least 10 years from the date of the meeting and cannot find them has the worse of both positions.

The form is prescribed too, and it is technology-neutral. Section 1135: company records “may be kept in hard copy or electronic form, and may be arranged in such manner as the directors of the company think fit, provided the information in question is adequately recorded for future reference”, and “Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.” Regulation 46 gives a CIO the same freedom on the same condition, and defines “CIO records” as “any register, minutes or other document required by these Regulations to be kept”. Section 1138 adds a duty that electronic minutes are most likely to break: “Where company records are kept otherwise than in bound books, adequate precautions must be taken (a) to guard against falsification, and (b) to facilitate the discovery of falsification.” A minute that lives as an editable document in a shared drive, with no signed copy and no version history, satisfies section 248 and fails section 1138 in the same breath.

What that means for the record: one signed or approved final version of each minute, held where it cannot be silently edited, with the approval itself recorded (the next meeting’s minute of “minutes of the previous meeting approved and signed”); drafts and circulated papers kept for the statutory period; and the confidential part filed alongside with the same controls. Where minutes are approved by email or in a portal rather than by a wet signature, the approval record is part of the minute and is kept with it.

The decisions taken between meetings, and where they actually are

Every rule above assumes the board decides in a meeting and the clerk writes it down. A growing share of board decisions are not taken that way. The chair approves an emergency spend by message on a Saturday; three trustees agree a press line in a group chat; the finance committee settles a contract variation by a thread of replies to the business manager; a governor asks the head a question about a safeguarding case and gets an answer that changes what the governing body does next. The law already knows these decisions exist: a CIO “must cause the decisions made to be recorded” when its trustees decide “otherwise than in meetings”, a company must keep members’ resolutions “passed otherwise than at general meetings”, and the Commission’s test of a good decision does not care whether it was made around a table.

What the law cannot reach is where those conversations are. They sit on personal phones, in an app the charity or the school does not run, under whatever retention the individual has set, and they leave with the person. When the decision is questioned, two years or ten years later, the minute says “chair’s action was reported” and the record of the action itself is a search of somebody’s handset for a conversation that may already be gone. The signed minute carries the presumption of regularity; the message that was the actual decision carries nothing, because nobody can produce it.

The fix is not to forbid trustees and governors from messaging each other, which simply moves the conversation somewhere less visible. It is to give the board’s between-meetings decisions a channel the organisation owns, so that the message in which the chair said yes is in the record with its time, the reply that made it a decision is next to it, and the next set of minutes can point at both. Two limits, stated plainly and including for products like ours: nothing lawful can read a trustee’s personal phone or recover conversations that have already happened, and no messaging channel is a minute; the decision still has to be reported to the board and minuted by the clerk.

A question for the next board meeting: take the last decision the board made between meetings. Can the organisation show the message in which it was made, from a record the organisation holds, ten years from now?

Official guidance and your next step

The primary sources are the Companies Act 2006, sections 248 and 249 (directors’ minutes and minutes as evidence), section 355 (records of members’ resolutions and meetings) and sections 1135 to 1138 (the form of company records); the Charitable Incorporated Organisations (General) Regulations 2012, Part 7 (regulations 37 to 46) on records of decisions and meetings; the School Governance (Roles, Procedures and Allowances) (England) Regulations 2013, regulations 14 to 16; the Academy Trust Handbook on GOV.UK, in the 2025 edition and the 2026 edition effective from 1 October 2026; and the Charity Commission’s Charity meetings: making decisions and voting. The Chartered Governance Institute publishes guidance on minute-taking and on virtual and hybrid board meetings that the Commission itself points charities to.

This guide is a summary of legislation and published guidance for England, not a substitute for them and not legal advice. Scottish and Northern Irish charity law, and the rules for Welsh maintained schools, differ in detail. Where a decision is being challenged, take advice on the specific facts.

Then do one thing: find the signed minutes of a board meeting from ten years ago, and the record of the last decision the board took between meetings. Note how long each took to find, and who had to be asked.