Companies Act, 1973 (Act No. 61 of 1973)Chapter VIII: DirectorsProceedings at Meetings of Directors242. Keeping of minutes of directors' and managers' meetings |
| 1) | The directors of a company shall cause minutes in one of the official languages of the Republic of all proceedings of meetings of directors or managers to be entered in one or more books to be kept for that purpose at the registered office of the company or at the office where such minutes are made up. |
| 2) | Any resolution of directors or managers of a company in the form of a written resolution signed by the directors or managers shall be deemed to be a minute of a meeting and shall be entered in the book or books provided for in subsection (1) and be noted by the next following meeting of directors or managers. |
| 3) | For the purposes of this section loose leaves of paper shall not be deemed to constitute a minute book unless they are bound together permanently without means provided for the withdrawal or insertion of leaves, and the pages or leaves are consecutively numbered. |
| 4) | The minutes of any meeting of the directors or managers of a company purporting to be signed by the chairman of that meeting or by the chairman of the next succeeding meeting shall be evidence of the proceedings at that meeting. |
| 5) | If default is made in complying with any requirement of subsection (1), (2) or (3), the company, and any director, manager or officer of the company who knowingly is a party to the default, shall be guilty of an offence. |