Section 266 CAMA 2020

Section 266 Companies and Allied Matters Act is about Minutes of proceedings and effect. It is under Chapter 10 (Meetings and Proceedings of Companies) of the Act.

(1) With the exception of a company having a single member, every company shall cause minutes of all proceedings—
(a) of general meetings,
(b) at meetings of its directors, and
(c) at meetings of its managers, to be entered in books kept for that purpose.

(2) Any such minute if purported to be signed by the chairman of the meeting at which the proceedings were held, or by the chairman of the next succeeding meeting, is prima facie evidence of the proceedings.

(3) Where minutes have been made, in accordance with the provisions of this section, of the proceedings at any general meeting of the company, meeting of directors or managers, then, until the contrary is proved, the meeting is deemed to have been duly held and convened, and all proceedings had at
the meeting to have been duly had, and all appointments of directors, managers or liquidators are deemed to be valid.

(4) In the case of a company that has only one member—
(a) where that single member takes any decision that—
(i) may be taken by the company in general meetings, and
(ii) has effect as if agreed by the company in general meeting, he shall provide the board with details of that decision ; and

(b) if a person fails to comply with this section he commits an offence and is liable to a penalty for each day the default continues in such amount as the Commission shall specify in its regulations, and failure to comply with this section does not affect the validity of any decision taken by that single member.

(5) If a company fails to comply with subsection (1), the company and every officer of the company are liable to a penalty for every day the default continues in such amount as the Commission shall specify in its regulations.