Records are the legal and historical backbone of corporate governance.

They capture every decision, authorisation, and compliance step that defines the company’s operational legitimacy.

They are not passive archives; they are active governance assets that protect against disputes, regulatory challenges, and investor scepticism.

Without accurate records, decisions can be invalidated, deals delayed, and credibility destroyed.

The Records station typically encompasses:

◼️Board Resolutions: Formal authorisations for strategic actions and transactions.

◼️Shareholder Resolutions: Approvals for capital changes and constitutional amendments.

◼️Meeting Minutes: Detailed records of board, AGM, EGM, and committee discussions.

◼️Statutory Registers: Directors, shareholders, charges, and share allotments.

◼️Regulatory Filings: Copies of all submissions to corporate registries and regulators.

◼️Director Appointments and Resignations: Including consent forms and filings.

◼️Share Transfer Documentation: Stock transfer forms and supporting approvals.

◼️Constitution and Amendments: Governing documents and updates.

◼️Licences and Permits: Regulatory authorisations and renewal records.

In GLS legal ops, the Records is considered a "Foundational" and a "Repeater" resource within legal operations.

The Foundational Resource: Is responsible for determining the overall performance capabilities of a “critical” legal function. If it is not optimised, the function can never be optimised. 

A Repeater Resource: Supports multiple legal functions, ensuring that structured legal requests improve contracting, dispute resolution, compliance, and advisory services.

The best practice features of Records are as follows:

◼️Comprehensive Catalogue: All required governance documents identified and indexed.

◼️Dual Format Storage: Secure physical and digital archives for redundancy.

◼️Immediate Updates: Registers and filings updated promptly after events.

◼️Template Standardisation: Vetted templates for resolutions and minutes.

◼️Annual Compliance Reviews: Regular audits to confirm completeness and accuracy.

◼️Secure Backups: Encrypted cloud storage for disaster recovery.

◼️Access Controls: Role-based permissions to protect confidentiality.

◼️Integration with Governance Systems: Linking records to meeting and compliance workflows.

The Records station delivers the following value to the Business:

◼️Compliance Assurance: Demonstrates adherence to statutory and contractual obligations.

◼️Investor Confidence: Speeds due diligence and reassures stakeholders.

◼️Risk Mitigation: Prevents invalid decisions and regulatory penalties.

◼️Operational Continuity: Enables new executives to understand historical decisions.

◼️Transaction Readiness: Facilitates M&A, funding rounds, and audits without delay.

Records provide the legal team with a defensible audit trail for governance actions.

They reduce time spent reconstructing decisions during disputes or due diligence.

They embed governance discipline into the organisation, lowering compliance risk.

They position the legal function as a custodian of corporate integrity.

The Records station is essential for:

◼️General Counsel and Legal Operations teams.

◼️Board members and senior executives.

◼️Compliance officers and governance professionals.

◼️Shareholder relations teams.

A legal team operating without Records will face a wide range of inefficiencies including:

◼️Invalid Decisions: Actions overturned due to missing authorisations.

◼️Regulatory Penalties: Fines for non-compliance with record-keeping laws.

◼️Funding Delays: Investors walk away when governance documentation is incomplete.

◼️Operational Confusion: New directors lack visibility into past decisions.

◼️Reputational Damage: Governance gaps undermine trust and valuation.

Records management is increasingly digital for efficiency and security.

Cloud-based archives, encrypted storage, and compliance dashboards are standard practice.

Technology ensures records are complete, accessible, and integrated into governance workflows.

People Also Ask (PAA) Questions

1. What are corporate secretarial records?

They are official documents capturing governance actions, decisions, and compliance obligations.

2. How long must companies keep records?

Typically 5–7 years for most documents, with constitutional records kept indefinitely.

3. What happens if records are missing?

Decisions can be invalidated, deals delayed, and penalties imposed.

4. Are digital records acceptable?

Yes, provided they are complete, legible, and accessible for inspection.

5. Should corporate records be notarised?

Only if required by law or specific contracts.

6. What is the penalty for poor record-keeping?

Fines, director disqualification, and reputational damage.

7. What best practices ensure effective record management?

Immediate updates, secure backups, template standardisation, and annual reviews.

8. What’s the difference between minutes and resolutions?

Minutes capture discussion; resolutions record decisions.

9. Can poor record-keeping lose you funding?

Yes - investors routinely walk away if governance documentation is incomplete.

10. Why should Legal Ops prioritise records management?

Because records are the foundation of compliance, governance, and transaction readiness.