“Good governance lives and dies in the quality of your corporate records; if it isn’t documented, it didn’t happen.” – Matt Glynn

The corporate secretarial records function is far more than just storing documents. It’s the legal and historical record of your company’s key decisions, transactions, and compliance steps. If you’re ever challenged - by investors, regulators, or even co-founders - your records will be your first and best line of defence.

PAA: What are corporate secretarial records?
 They are the official documents that capture your company’s governance actions, decisions, and compliance obligations.

This is an important stage of the start-up journey because;

◼️Legal requirement: Many jurisdictions mandate keeping specific corporate records for statutory periods.

◼️Proof of compliance: Records demonstrate you’ve met legal and contractual obligations.

◼️Investor readiness: Diligent records make due diligence faster and smoother.

◼️Dispute resolution: Accurate minutes and resolutions settle disagreements over what was decided.

◼️Operational continuity: New executives and directors can quickly understand past decisions.

◼️Transparency: Records show governance processes are followed.

◼️Audit trail: Supports financial audits and regulatory inspections.

◼️Risk mitigation: Poor or missing records can invalidate decisions.

Key record types normally kept by the company secretary include:

◼️Board resolutions – authorising key actions or transactions.

◼️Shareholder resolutions – approving changes like capital structure, constitution amendments.

◼️Meeting minutes – capturing discussions and decisions of board, AGM, EGM, and committees.

◼️Company registers – directors, shareholders, charges, share allotments.

◼️Statutory filings – copies of forms submitted to regulators.

◼️Director appointments and resignations – including consent to act forms.

◼️Share transfer documentation – stock transfer forms and supporting board approvals.

◼️Share certificates – issued to shareholders.

◼️Constitution or articles of association – plus any amendments.

◼️Regulatory licences and permits – copies and renewal documentation.

Tip: When you register on the GLS Start Up Centre, you’ll access a wide range of shareholder and director resolution templates - free - to help maintain your corporate secretarial records without starting from scratch.

PAA: How long do companies need to keep records?
In many jurisdictions, 5–7 years is the minimum, but some documents (like constitutional records) must be kept indefinitely.

Legal Implications
- Fines or penalties for non-compliance with statutory record-keeping requirements.
- Invalidated decisions due to missing authorisation records.

Founder Relationship Issues
- Disputes over what was agreed or authorised.
- Loss of trust between co-founders and the board.

Commercial Implications
- Funding delays because due diligence can’t verify governance actions.
- Loss of deals if contractual obligations can’t be evidenced.

Operational Implications
- New directors unable to get up to speed.
- Repetition of past mistakes because past decisions weren’t documented.

Biz Valuation Issues
- Lower valuation due to perceived governance risk.
- Buyer reluctance in M&A deals if corporate records are incomplete.

The above lists are indicative issues – the relevance of which will depend on your circumstances;

PAA: What is the penalty for not keeping proper company records?
This varies by jurisdiction - it can range from fixed fines to director disqualification.

◼️Catalogue your records
Identify the required corporate documents under your jurisdiction.

◼️Adopt a filing system
Keep both physical and digital records; ensure they’re secure and indexed.

◼️Use templates
Save time and ensure legal accuracy by using vetted templates for resolutions and minutes.

◼️Log updates immediately
Don’t leave register updates or filing to “later” - do it after every relevant event.

◼️Review regularly
Conduct annual checks to ensure all required records are complete and accurate.

◼️Secure backups
Cloud storage with encrypted access is best practice for disaster recovery.

The above suggestions are just a few of the steps you can consider taking. There are many more things that need to be done to ensure the associated risks are effectively and pragmatically dealt with.

PAA: Should corporate records be notarised?
Only if required by law or specific contracts; most records don’t need notarisation.

For a lean start-up, creating corporate records can feel like red tape. But the discipline of recording decisions early means you avoid costly retroactive paperwork later. Think of it as insurance: you hope you won’t need to defend a decision, but if you do, you’ll be glad the record exists.

PAA: Is digital record-keeping acceptable?
In most jurisdictions yes, provided records are complete, legible, and accessible for inspection.

The Due Diligence Stall – An investor pulls out of a funding round because the company can’t produce signed shareholder resolutions approving a recent capital raise.

The Invalid Contract – A major deal is challenged in court because the board resolution authorising it can’t be found; the court deems the deal unauthorised.

The Founder Fallout – Co-founders fall into a dispute over equity allocations because the original share transfer documentation is missing, leading to litigation.

PAA: Can poor record-keeping lose you funding?
Yes - investors routinely walk away from deals if governance documentation is incomplete.

◼️Board Resolution: A formal decision made by the board, recorded in writing.

◼️Register of Members: The official record of all shareholders and their holdings.

◼️Minutes: Written records of what was discussed and decided in a meeting.

◼️Statutory Filings: Documents a company is legally required to submit to regulators.

◼️PAA: What’s the difference between minutes and resolutions?
 Minutes capture the discussion and context; resolutions record the actual decisions made.

Corporate secretarial records are your governance safety net. They protect you in disputes, speed up investment, and keep regulators satisfied. Keeping them up-to-date isn’t optional - it’s a business-critical function.

We offer:

◼️Access to free shareholder and director resolution templates via the GLS Start Up Centre.

◼️Tailored record-keeping systems for start-ups.

◼️Templates for minutes, registers, and statutory filings.

◼️Digital archiving solutions.

◼️Governance compliance audits.

◼️Due diligence readiness packages.

◼️Director and shareholder communication frameworks.

◼️Document indexing and retrieval systems.

◼️Training on statutory record-keeping requirements.

◼️Ongoing support for governance and compliance queries.