All the companies should keep records that consist of minutes of all proceedings and all resolutions of members, no matter whether the resolution has passed or not, in the meeting of members. Also, they need to keep records of the details provided to them. This refers to a situation when its sole (Also see An Overview of Sole Proprietorship) member takes any decision which the company would probably take in a meeting of members, or when the decision would bring an impact if the company agrees to it in the meeting. In such cases, he should provide the particulars regarding the decision to the company except if the company takes the decision by a written resolution.
The company should keep the records for at least seven years from the date of the decision, meeting or resolution. These records should be available for inspection at the company’s registered office. If the company (Also see Calculating a Company’s Net Worth) does not keep the records at its registered office all the time, then it should give a notice to the Registrar. In the notice, it should inform the Registrar about the place it keeps the records or the change of location in 14 days from the day it keeps the record in that place, or the change happens.
All the company’s member should be able to inspect the records without having to pay any charge. The company should allow its members to obtain a copy of any records mentioned above in 14 days from the date he requested in writing to it. The company should not charge the individual more than RM2 for every 100 words.
The records about the resolutions in a company (Also see The Importance of Company Constitution) are vital as they serve as evidence for the resolutions. For a resolution that is passed otherwise than in a meeting, if the records concerning it is claimed to be signed by a director or the company’s secretary (Also see What are the Duties of a Corporate Secretary in a Company?), it will be sufficient evidence that proves that the resolution has passed. Hence, it is clear that apart from the director, the secretary plays a significant role in a company too. If you, as a business owner, cannot find a suitable person for this office in your company, you may contact a corporate secretarial firm in Johor Bahru and get assistance from the expert.
If a private company has a record of a written resolution, it should adhere to the requirements for the passing of resolution as stated in Companies Act 2016. If the record of a meeting’s proceedings is purported to be signed by the chairperson of that meeting or the next meeting, it should be sufficient evidence of those proceedings.