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What are Board Minutes?
When should I use Board Minutes?
- to carry out routine business
- only for a private limited company (LTD) incorporated in England, Wales or Scotland
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This Board Minutes template covers:
appointing or accepting the resignation of a director
appointing or accepting the resignation of the company secretary
approving the statutory accounts of the company
changing the accounting reference date
appointing or accepting the resignation of auditors
other routine business you wish to specify in the document
You can use these Board Minutes to record any of the above routine board matters.
You must include the following details in the Board Minutes:
the time, date and place of the meeting
directors present and directors who cannot attend (ie 'apologies')
anyone else present 'in attendance' (eg solicitors or financial advisers)
the chairperson of the meeting
whether the number of directors present represents a 'quorum' (ie the number of directors who need to be present for decisions to be taken). This number (often 2 for small companies) will be specified in the company's Articles of association
the meeting agenda (ie what business is being considered)
action items (ie specifying any actions or tasks that need to be carried out)
stating each matter to be considered clearly, noting any documents tabled and recording the decision of the directors on each point
noting any filings that must be made at Companies House following the meeting and stating who will make them
Recording Board Minutes is important. Under the Companies Act 2006, companies are required to record board meetings. Such records must be kept for up to 10 years depending on the type of decisions that are being made at the board meeting.
Keeping an accurate record of board meetings also means that the directors’ consideration of their legal duties can be properly recorded and kept as evidence.
For more information, read Board meeting minutes.
Everyone attending a board meeting should have a copy of the Minutes in front of them. The chairperson (or the person leading the meeting) needs to take the directors through each resolution. Further:
the directors must declare any interests they hold in any proposed business and may not be allowed to count in the quorum on relevant resolutions. You should check what the Minutes say about this
make sure the directors really think about relevant points when they make decisions
the chairperson can, if necessary, make agreed manuscript amendments
the chairperson needs to sign the Minutes at the end of the meeting
Generally, the company secretary prepares the Minutes and updates the company books. If no company secretary has been appointed, any individual is able to update the company books and submit the necessary filings to Companies House.
Making Board Minutes online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all of the details prepared in advance, making your document is a quick and easy process.
To make your Board Minutes you will need the following information:
What are the company’s name and number?
Does the company have a company secretary?
Where will the board meeting be held?
On what date will the board meeting be held?
At what time will the board meeting be held?
What is the name of the chairperson of the board of directors?
If there is a company secretary, what is their name?
What are the names of the company directors who will attend the board meeting?
Are there any apologies for absence? If so, who won’t be attending the board meeting?
Are there any additional attendees? If so, what are their names?
Will the board meeting consider:
Appointing an additional director? What is the name of the new director and are they an individual or a company?
Appointing a company secretary? What is the name of the new company secretary and are they an individual or a company?
Accepting a director's resignation? What is the director’s name?
Accepting a company secretary’s resignation? What is the company secretary’s name?
Approving company accounts? Have the company accounts been audited? What is the end date for the financial period covered by the accounts? Who is authorised to sign the accounts on behalf of the board of directors? Will the directors' report be filed with the accounts?
Changing the company’s registered office? What is the company's new registered address?
Changing the company’s accounting reference date? What is the new accounting reference date?
Accepting an auditor’s resignation? What is the auditor’s name?
Approving an auditor’s appointment? What is the new auditor’s name?
Approving the signing of a document (or multiple documents)? What document(s) will be considered?
Other routine business? What other business is to be dealt with at the meeting?
Who will update the Company books and file any required forms at Companies House after the meeting?
Was the company formed on or after 1 October 2009 using standard articles of association? If so:
Do the company's articles allow directors to vote and count in the quorum for business matters in which they have a personal interest?
Board Minutes are used to accurately record what was discussed and decided at a company board meeting. As a result, this Board Minutes template covers:
The start of the Board Minutes provides details about the company and those attending the board meeting. It also states who cannot attend the board meeting.
This section sets out who was appointed as the chairperson for this specific board meeting. The chairperson is the person who runs and administers the meeting. They are also responsible for ensuring that a quorum is present.
Business of the meeting
This section sets out what business is to be discussed and voted on at the meeting.
Interests in proposed transactions and/or arrangements with the company
This section requires all directors present at the board meeting to declare the nature and extent of their interests in any of the proposed transactions. It then explains whether, in accordance with the company’s Articles of association, directors with an interest in a proposed transaction can count towards the quorum for a vote on that particular transaction.
Appointment of an additional director
If relevant, this section sets out details relating to the appointment of a new director.
Appointment of a company secretary
If relevant, this section sets out details relating to the appointment of a new company secretary.
Resignation of a director
If relevant, this section sets out details relating to the resignation of an existing director.
Resignation of a company secretary
If relevant, this section sets out details relating to the resignation of a company secretary.
Approval of statutory accounts
If relevant, this section sets out details about the approval of the company’s statutory accounts. This includes certain mandatory steps directors must follow (eg preparing financial statements for each financial year).
Change of registered office
If relevant, this section sets out details relating to changing the company’s registered address.
Change of accounting reference date
If relevant, this section sets out details relating to the company changing its accounting reference date.
Resignation and/or appointment of auditors
If relevant, this section sets out details relating to the resignation and/or appointment of a company auditor.
If relevant, this section sets out details relating to any document(s) that were presented to the company directors for approval. This includes how approval may be achieved.
Based on what was discussed and agreed on at the board meeting, this section sets out the necessary entries in the company books and company registers. It also details what forms and documents must be filed with Companies House as a result of the meeting.
This section sets out that the board meeting was ended as there was no further business to discuss.
You can edit your document if you want your Board Minutes to include further or more detailed provisions. However, if you do this, you may want a lawyer to review or change the Board Minutes for you, to make sure they comply with all relevant laws and meet your specific needs. Ask a lawyer for assistance.
Check the company’s articles of association
Before making any decisions at a board meeting, you should check the company’s Articles of association. The articles are the company’s governing document, which sets out how certain decisions must be made. It is crucial that any rules set out in the articles are followed. For more information, read Articles of association.
Understand when a quorum is reached
In order to be able to pass decisions at a board meeting a quorum must be reached. A quorum is the number of directors who need to be present for decisions to be made. For small companies, a quorum is often reached by 2 directors being present at a meeting. You should, however, check your company’s Articles of association and see what they say about quora. If any directors present at the meeting have an interest in the proposed matters, you will need to carefully check your company’s articles to see whether they count towards the quorum for that matter.
For more information, read Board meeting minutes.
Comply with all record-keeping and filing requirements
Depending on the type of decision reached at a board meeting, the chairperson (or other responsible person) will have to update the company books and register and file certain documents with Companies House.
For example, the company’s register of directors will need to be updated whenever a director resigns and whenever a new director is appointed. The register of directors’ residential addresses will need to be similarly updated.
Filings with Companies House must typically be made within 14 days. Examples of these filings include:
form AD01 to change the company’s registered office address
form AP01 to appoint a new director who is an individual
form CH03 to change the details of a company secretary who is an individual
form TM01 to terminate the appointment of a company director who is an individual
For more information, read Company books and records and Other filings at Companies House.
Understand when to seek advice from a lawyer
Ask a lawyer for advice if you need Board Minutes for:
a business that is not a private limited company (eg if it is a public company)
a company that is not incorporated in England, Wales or Scotland