What must charity minutes contain, and how long must we keep them?

England and Wales: This page sets out the position in full, for every structure. Scotland: partly covered — a Scottish charitable company is caught by the same UK-wide company law, and a SCIO’s constitution must deal with records of meetings. What an unincorporated Scottish charity must do is not settled, and this page says so rather than filling it in. Northern Ireland: covered — an NI charitable company is caught identically by company law, and for every other structure there is no charity-law minutes duty at all, which was searched for rather than assumed.

Who has a legal duty to keep minutes?

Charitable companies and CIOs have a statutory duty to keep minutes. An unincorporated charity must by law keep only the minutes that evidence its accounts. This page covers charity minutes for trustees in England and Wales first. The Charity Commission’s guidance is the main source. Scotland and Northern Ireland come after.

It follows on from setting your meeting rhythm and quorum: once the meetings are fixed, the record of them comes next.

Start with the boundary, because it is the thing most guidance blurs.

For a charitable company, minuting is a direct statutory duty. Verbatim: “Every company must cause minutes of all proceedings at meetings of its directors to be recorded.” Failure is an offence. The section on the criminal offence sets this out in full.

For a CIO, it is a direct statutory duty too, and it reaches further than meetings do:

“(1) Every CIO must— (a) cause minutes of all proceedings at meetings of its charity trustees to be recorded; and (b) if decisions are made by its charity trustees otherwise than in meetings, must cause the decisions made to be recorded. (2) The records must be kept for at least 6 years from— (a) in the case of minutes of meetings, the date of the meeting; (b) in the case of decisions made otherwise than in meetings, the date on which the decision was made.”

Note limb (b). A decision taken by email, or on a call, or by written resolution, has to be recorded, as a meeting decision is. The CIO Regulations attach no criminal sanction to any of this. The result of a breach is regulatory.

For an unincorporated trust or association, no statute requires minutes as such. Everything flows from the governing document plus the general duty of accountability. CC48’s language for minutes as such is “you should”.

But that headline is false of one kind of minute. It is the kind most likely to matter. Minutes that carry details about the charity’s accounts must be kept. That includes how the accounts were approved, and any audit. CC48 says “must” here, and it tracks a real statutory duty.

That duty falls on the charity trustees of every charity that is not a company, unincorporated ones and CIOs included. The Charities Act says in terms that its accounting-records sections do not apply to a charitable company.

Accounting records must be kept for at least 6 years from the end of the financial year in which they are made. It even outlives the charity. If the charity ceases to exist inside that period, the duty passes to the last charity trustees. The exception is where the Commission agrees in writing to release them.

So the honest summary for a small unincorporated charity has three parts. Minuting in general is good practice. Minuting the accounts approval is a legal duty. You cannot tell in advance which minute will turn out to matter. So minute everything anyway.

How long must charity minutes be kept?

A charitable company must keep minutes for longer than a CIO or an unincorporated charity. The table sets out each period. The retention figure everyone half-remembers is universal advice. It is not universal law. A charitable company that follows it is in breach, and every officer in default commits an offence.

Structure	Minutes of	Keep for	Is failure an offence?
Charitable company	trustee (director) meetings	10 years	Yes
Charitable company	members’ resolutions and general meetings	10 years	Yes — a separate offence on identical terms
CIO	trustee meetings and decisions taken outside them	6 years	No
CIO	members’ meetings	6 years	No
Unincorporated trust or association	minutes as such	6 years, as a recommendation	No
Unincorporated trust or association	minutes evidencing the accounts	6 years, as a duty	No

A single number is wrong for somebody whichever one you pick. Publish the table, not the number, and put it in your retention schedule. Keep it alongside the periods in your data protection policy and your record retention schedule.

A charitable company with a voting membership carries more than one exposure. The members’ records carry their own offence. A third covers the inspection rules. It is committed by not telling Companies House where the records are kept, refusing a member’s inspection, or not sending a copy a member has asked for.

What must a charity minute contain?

Minutes are the written record of what a trustee or members’ meeting decided, and why. A minute should record enough for someone else to understand the issues and the reasons for each decision. CC27 sets the test, verbatim:

“The minutes should be detailed enough to allow someone to understand the issues and the reasons for the decision. Include more detail where a decision is significant. It should be in proportion to the nature, significance and impact of the decision. Attach copies of any reports or other documents that are mentioned in the minutes.”

That is a should: good practice the Commission expects. It is not a statutory content rule, because no statute sets one. It is still the standard your minutes will be judged against.

Worked out item by item, a defensible minute carries:

• charity name, and meeting type, date, time and venue
• names and roles of attendees — to evidence that the meeting was quorate
• conflicts of interest declared, and how they were managed
• a summary of the discussion
• decisions made, and the exact wording of any resolution voted on
• full reasons explaining why the decision was made
• the information the decision was based on, proportionate to complexity and risk
• any specialist advice taken
• follow-up actions
• date, time and venue of the next meeting
• who voted on decisions and how they voted (not always possible for a private poll)

The item boards leave out is the reasons. Minutes get treated as a record of outcomes. Yet the outcome is the one part never in doubt afterwards. The reasoning is what nobody can reconstruct.

That reasoning is also what the Commission’s seven decision-making principles are testing. A defensible decision is one taken within your powers, in good faith, and only in the charity’s interests. It rests on enough information. It weighs the relevant factors and sets aside the irrelevant ones.

Conflicts are managed. And it lands within the range of decisions a reasonable trustee body could reach. A minute that records only “approved” shows none of that.

Four inquiries where the record-keeping was the finding

In each of these inquiries, the Commission treated missing minutes as the trustees’ own failure.

These are what make this page more than a claim. The Commission has published named findings on exactly this point. They are more use than the rule stated in the abstract.

Read this first. Three of the four reports in this section now carry an archived or withdrawn banner. That follows the Commission’s policy of archiving its older reports.

The text can still be read for now. It will not stay up for ever, so keep your own copy if you rely on one.

All four reports were re-read at source for this page’s last verification, and the quotations below were checked against them.

One Community Organisation (2022). The trustees told the inquiry how most decisions were made. The chair made them, then relayed them to the other trustees one at a time, often over the phone. They were not taken together at minuted meetings.

The inquiry also found the trustees “could not fully account for all the charity’s expenditure due to a lack of proper record keeping”. Nor could they show that a large sum had been used for exclusively charitable purposes.

Centre for Skills Enhancement Limited (June 2026). The inquiry could find nothing at all for a period of more than a year. In its own words, it “was unable to locate any documentary evidence, such as trustee meeting minutes, appointment letters, resignation letters or signed declarations of trustee eligibility, to demonstrate that any other individuals were properly appointed and exercised trustee functions”. Without records, the charity could not prove who its own trustees were.

Islamic Trust (Maidenhead) (2018). The report has a section on “issues for the wider sector”. It put it plainly: “In this case there were no records of either trustees meetings or decisions taken in relation to the charity.”

It then sets out what such records exist to prove. That the trustees acted honestly and reasonably, in what they judged to be the charity’s best interests. That they took advice where they should have. And that they decided on directly relevant grounds.

Birmingham Education Trust (2023). The inquiry found that “there were no minutes of trustee meetings to record the charity’s decision to accept the loan and then make loan repayments”. It concluded that “the failure to keep adequate records meant the trustees could not evidence that the charity had a legal obligation to repay the funds” to the lender. Both trustees were removed by the Commission, and removal disqualified them.

The pattern across all four is the same. It is the argument for this step. The missing minute is not treated as a neutral gap. It is treated as the trustees’ own evidential failure. The burden of the doubt falls on them.

Scotland and Northern Ireland

Charitable companies in Scotland and Northern Ireland follow the same company-law rules. Other structures depend on their constitution or on accounting-records duties.

Scotland. A Scottish charitable company is caught by the same UK-wide company law as one in England. It has the same duty, the same retention and the same offence. A SCIO’s position is different in kind, and one step removed.

The Scottish Regulations require a SCIO’s constitution to deal with records of meetings. They do not themselves put a minuting duty on the SCIO. They set no retention period.

So what a SCIO must do, and for how long, comes from its own constitution. That means a thin constitutional clause can satisfy the Regulations and still leave the charity with little. A CIO cannot be in that position, because its rule is fixed by statute whatever its constitution says.

For an unincorporated Scottish charity the statutory position is not settled. OSCR treats minute-keeping as recommended good practice. The Scottish Act has a general accounting-records duty, with a retention period of its own.

But its text is framed around financial records. It does not expressly extend to minutes evidencing the accounts. The Commission’s guidance does that south of the border. We did not find out whether OSCR draws that link itself. Do not read the England and Wales answer across to fill it.

Northern Ireland. An NI charitable company is caught identically by the same company-law provision. It has the same retention period and the same offence for every officer in default.

Northern Ireland has no CIO. For every other NI structure, the Charities Act (Northern Ireland) 2008 imposes an accounting-records duty and nothing else. It expressly does not apply to a charity that is a company. Its full text was searched. No minutes-content or minutes-retention provision was found anywhere in it.

CCNI’s own trustee and governance guides were read in full. Neither carries a section on minute-taking. The only real mention of minutes in either is an instruction to record a conflict of interest and how it was managed. One further CCNI guide, on finance and reporting, was not checked. It is flagged as a place the content could still sit.

Common mistake: applying the shorter retention figure to a charitable company

The shorter figure is repeated everywhere as if it applied to everyone. The company period is longer, and failure is an offence by every officer in default. A company following the widely quoted figure is in breach for the whole of the gap between the two.

Common mistake: recording the decision but not the reasons

Minutes get treated as a record of outcomes. Yet the outcome is the part nobody disputes later. Birmingham Education Trust shows the cost. With no minutes, the trustees could not evidence that the charity had a legal obligation to repay the loan. The reasons are the only part of the minute that cannot be rebuilt later.

Common mistake: not recording decisions taken outside meetings

The duty is assumed to attach to meetings, so an email decision goes unrecorded. For a CIO the Regulations expressly require decisions made outside meetings to be recorded. They do so in their own limb of the same provision. This is the most common gap in an otherwise well-run minute book.

Worked example

Wrenfield Village Hall runs as an unincorporated association. It has never kept its minutes for more than a few years. Its reasoning: nobody has ever asked for an older one.

It then moves to a CIO. On the day the conversion completes, it gains a statutory duty it did not have before. It must keep minutes of trustee meetings, and of decisions taken outside meetings, for at least 6 years. The habit is now a breach.

Nothing about the way the committee works has changed. Nobody decided to take on a records duty. Converting created one, and the minute-taker is the last person who would be told. That is why the retention schedule belongs in this step, not in a general tidy-up later. The trigger for it is a structure change made for quite unrelated reasons.

Note also what Wrenfield’s old habit was already breaching. Its minutes approving the annual accounts fell under the statutory duty on the trustees of every charity that is not a company, unincorporated ones included, the whole time.

With the minute book set up, the next step is to set up your decision and delegation framework. That decides what the board minutes and what it hands down.