F4Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}
390.—(1) Every company shall cause minutes of all proceedings at general meetings and all proceedings at meetings of its directors to be entered in books kept for that purpose.
(2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, is evidence of the proceedings.
(3) Where a shadow director by means of a notice required by paragraph (8) of Article 325 declares an interest in a contract or proposed contract, this Article applies—
(a)if it is a specific notice under sub-paragraph (a) of that paragraph, as if the declaration had been made at the meeting there referred to, and
(b)otherwise, as if it had been made at the meeting of the directors next following the giving of the notice;
and the making of the declaration is in either case deemed to form part of the proceedings at the meeting.
(4) Where minutes have been made in accordance with this Article of the proceedings at any general meeting of the company or meeting of directors, then, until the contrary is proved, the meeting is deemed duly held and convened, and all proceedings had at the meeting to have been duly had; and all appointments of directors or liquidators are deemed valid.
(5) If a company fails to comply with paragraph (1), the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.
390A.—(1) Where a written resolution is agreed to in accordance with Article 389A which has effect as if agreed by the company in general meeting, the company shall cause a record of the resolution (and of the signatures) to be entered in a book in the same way as minutes of proceedings of a general meeting of the company.
(2) Any such record, if purporting to be signed by a director of the company or by the company secretary, is evidence of the proceedings in agreeing to the resolution; and where a record is made in accordance with this Article, then, until the contrary is proved, the requirements of this Order with respect to those proceedings shall be deemed to be complied with.
(3) Article 390(5) (penalties) applies in relation to a failure to comply with paragraph (1) as it applies in relation to a failure to comply with paragraph (1) of that Article and Article 391 (inspection of minute books) applies in relation to a record made in accordance with this Article as it applies in relation to the minutes of a general meeting.]
390B.—(1) Where a private company limited by shares or by guarantee has only one member and he takes any decision which may be taken by the company in general meeting and which has effect as if agreed by the company in general meeting, he shall (unless that decision is taken by way of a written resolution) provide the company with a written record of that decision.
(2) If the sole member fails to comply with paragraph (1) he shall be liable to a fine.
(3) Failure by the sole member to comply with paragraph (1) shall not affect the validity of any decision referred to in that paragraph.]
F2SR 1992/405, Sch. para. 6
391.—(1) The books containing the minutes of proceedings at any general meeting of a company held on or after 1st January 1933 shall be kept at the same office as its register of members is kept, and shallF3. . . be open to the inspection of any member without charge.
Para. (2) rep. by 1990 NI 10
(3) Any member shall be entitled[F3 on payment of such fee as may be prescribed] to be furnished, within 7 days after he has made a request in that behalf to the company, with a copy of any such minutes as are referred to in paragraph (1)F3. . . .
(4) If an inspection required under this Article is refused or if a copy required under this Article is not sent within the proper time, the company and every officer of it who is in default is liable in respect of each offence to a fine.
(5) In the case of any such refusal or default, the court may by order compel an immediate inspection of the books in respect of all proceedings of general meetings, or direct that the copies required to be sent to the person requiring them.