Minute Books and Records: Every Retention Clock in One Place

Ask a Malaysian company secretary how long a minute book must be kept and you will get “seven years” without hesitation. Ask what the deadline is for writing the minutes up in the first place, and the answer is usually a confident number that does not exist in the Act.

The Companies Act 2016 sets several retention clocks and one genuine entry deadline. Not one of them is a deadline for drafting minutes. That distinction is worth getting right, because the duties that do carry deadlines are the ones with the RM500,000 penalty attached.

What does section 341 actually cover?

Less than most people assume. Section 341(1) requires every company to keep records comprising:

• (a) all resolutions of members passed otherwise than at a meeting of members;
• (b) minutes of all proceedings of meetings of members; and
• (c) details provided to the company under s.344, which is the duty on a sole member to provide the company with details of decisions taken outside a meeting.

Board minutes are not in that list. Section 341(2) sets the retention period at at least seven years from the date of the resolution, meeting or decision. Section 341(3) makes contravention an offence by every officer, punishable by a fine not exceeding RM10,000 plus RM500 a day for a continuing offence.

Section 343 explains why the record matters evidentially. A record of a resolution passed otherwise than at a meeting, if purporting to be signed by a director or the secretary, is sufficient evidence of its passing. Where a record of proceedings exists, s.343(4) deems the meeting duly convened, the proceedings duly taken and the appointments made at it valid, until the contrary is proved.

So where do board minutes live?

Two places, neither of them s.341.

Section 47(1)(f) requires minutes of all meetings and resolutions of the Board and Board committees to be kept at the registered office. Unlike members’ minutes under s.47(1)(e), board minutes may be kept elsewhere under s.47(2) if notice is given to the Registrar.

The Third Schedule supplies the procedure for companies whose constitution is silent — which is most Sdn Bhds, since s.31(1) makes a constitution optional and s.31(3) applies the Act’s default rights and duties where there is none. Paragraph 13 states simply that the Board shall ensure that the minutes of all proceedings at meetings of the Board are kept. Paragraph 17 adds that a copy of a written Board resolution shall be entered in the minute book of Board proceedings.

Neither paragraph states a deadline. Neither does s.47. There is no statutory time limit for entering minutes in the minute book. Guides that assert one — 14 days, 30 days, a month — are stating firm policy, not law. Sensible firm policy, but not something SSM can compound you for missing.

What the Act does require, in specific cases, is that particular matters be recorded in the minutes at all. Section 221(8) requires the secretary to record every declaration of a director’s interest in the minutes of the meeting at which it was made. Section 230(3) requires approval of directors’ fees to be recorded in the minutes of the directors’ meeting. Section 233(2) requires the terms of certain contracts not in writing to be recorded in the minutes of the directors’ meeting immediately after the contract is made.

Where must these records be kept, and who can see them?

Section 342(1) requires the s.341 records for the previous seven years to be available for inspection at the registered office or at another place notified to the Registrar. If they have not been at the registered office at all times, s.342(2) requires notice to the Registrar of the place, or of a change of place, within 14 days.

Access is generous. Section 342(3) opens the records to inspection by any member without charge, and s.342(4) entitles a member to a copy of any minutes specified in s.341 within 14 days of a written request, at a charge not exceeding RM2 for every hundred words. Contravention of s.342 carries a fine not exceeding RM10,000 plus RM500 a day.

What are the accounting record rules?

Section 245 is the strictest provision in this area, and the one with the deadline almost nobody publishes.

Duty	Requirement	Source
Keep records	Sufficient to explain transactions and financial position, and to enable true and fair accounts	s.245(1)(a)
Auditable form	Kept so they can be conveniently and properly audited	s.245(1)(b)
Entry deadline	Appropriate entries within 60 days of completion of the transaction	s.245(2)
Retention	Seven years after completion of the transactions or operations	s.245(3)
Location	At the registered office or such other place as the directors think fit, open to directors at all times	s.245(4)
Overseas operations	May be kept abroad but must be sent to and kept in Malaysia and available to directors at all times	s.245(5)

The duty in s.245(1) is imposed not only on the company but expressly on the directors and managers as well. The penalty under s.245(9) is a fine not exceeding RM500,000 or imprisonment for a term not exceeding three years or both — no daily fine, but a criminal exposure well beyond anything in the register provisions.

Section 245(8) adds a rarely-used lever: the Court may order that the accounting records be open to inspection by an approved company auditor acting for a director, subject to a written undertaking that the information will not be disclosed to anyone but that director. That is the remedy for a director frozen out of the books by fellow directors.

What about beneficial ownership records?

Division 8A, inserted by the Companies (Amendment) Act 2024 (Act A1701), adds a third seven-year clock — and repeats the register-versus-notification split found elsewhere in the Act.

Section 60B(1) requires the company to keep a register of beneficial owners, kept under s.60B(2) at the registered office or another place in Malaysia notified to the Registrar. Section 60B(3) separately requires the company to lodge a notice of any change to the particulars in that register, and s.60B(4) fixes the deadline at 14 days from the date on which the change is recorded in the register — so the lodgement clock is triggered by the internal entry, not by the underlying event.

Section 60C(4) supplies the entry deadline that s.341 lacks: where a company receives information in response to a notice under s.60C(1), (2) or (3), it must record the date the notice was issued and the particulars received in the BO register within 14 days of receiving the information.

Section 60B(5) then requires the company to retain the information of a person who has ceased to be a beneficial owner for seven years from the date of cessation. Contravention of s.60B carries a fine not exceeding RM20,000 plus RM500 a day.

Can any of this be electronic?

Yes, subject to two conditions. Section 49(1) permits the documents and records referred to in s.47 to be kept in written form or in any other form or manner, electronic or otherwise, that allows them to be easily accessible and reproduced into written form. Section 49(2) requires reasonable precautions against falsification, and s.49(3) requires immediate notification to the Registrar if falsification is discovered.

The penalty for contravening s.49 is a fine not exceeding RM500,000 or imprisonment up to five years or both — the heaviest in Division 8.

One more trap: s.586(3) requires that where financial statements, minute books or other records required by the Act are not kept in Malay or English, the directors must cause a true translation to be made at intervals of not more than seven days and kept with the originals for as long as the originals must be kept.

Common mistakes

• Assuming s.341 covers board minutes. It covers members’ resolutions and meetings and s.344 sole-member decisions. Board minutes sit under s.47(1)(f) and the Third Schedule.
• Believing there is a minute-writing deadline. There is none in the Act. The seven-year clocks are retention periods.
• Missing the 60-day accounting entry rule in s.245(2). This is a real, datable deadline carrying a RM500,000 penalty, and it is absent from most Malaysian compliance content.
• Destroying records at seven years from the year end. Section 245(3) runs from completion of the transaction, and s.341(2) from the date of the resolution or meeting — not from the financial year end.
• Moving records off-site without the notice. Section 342(2) and s.47(3) each require a 14-day notification to the Registrar.
• Treating the BO register as an e-BOS printout. Section 60B(1) requires the company to keep its own register; s.60B(3) is the separate lodgement duty.
• Refusing a member’s request for minutes. Section 342(4) gives 14 days and caps the charge at RM2 per hundred words.

What’s next

Build one retention schedule with three columns — document, statutory clock, start date — and populate it from s.245(3), s.341(2) and s.60B(5). Then check the 60-day entry rule in s.245(2) against how quickly your bookkeeping is actually posted; for most SMEs that is the live breach in this article. Confirm where each category is physically held against the registered office requirements, and that any off-site location is covered by a lodged notice.