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Why are board meeting minutes so important?

Correct and accurate board meeting minutes are a key part of any successful and legally compliant business for a number of reasons.

For a start, they make sure that the directors of the company are thinking about and fulfilling their role as directors.

There are a number of directors' duties outlined in the Companies Act 2006, including:

  • trying to make the company a success, using skills, experience and judgment
  • following the rules of the company as shown in its articles of association
  • making decisions that are in the interests of the company rather than themselves

Directors can be found personally liable and fined or disqualified from acting as a director if they don’t observe the rules, so it’s important to try and follow them.

Board meeting minutes will help directors ensure they are sticking to the rules by stating that in making a particular decision, the directors have considered their duties.  

The board meeting minutes will then act as evidence that, in taking a particular decision, the directors considered their duties. The courts will look at this evidence if the company was ever to run into legal trouble. You are legally required to keep minutes for at least 10 years from the date of the meeting.

What to include in board meeting minutes

You must include the following details in board meeting minutes:

  • time, date and place of the meeting
  • directors present and directors who cannot attend (so-called 'apologies')
  • anyone else present 'in attendance' (eg financial advisers or solicitors)
  • the Chairman of the meeting
  • whether the number of directors present represents a 'quorum' – the number of directors who need to be present for decisions to be made.  This number (often 2 for small companies) will be in the company’s articles
  • agenda for the meeting – what business is being considered
  • state each matter to be considered clearly, noting any documents tabled, and record the decision of the directors on each point
  • note any filings which must be made at Companies House (Companies House in Cardiff for companies registered in England and Wales, and Companies House in Edinburgh for companies registered in Scotland) following the meeting and state who will make them

It is common to circulate a draft of the minutes in advance of the meeting and then circulate a final copy for approval or even table these at the next meeting.

Use Rocket Lawyer’s Board minutes to create your draft minutes for a range of routine board matters.  Our board meeting minutes contain all that’s legally required and will help your company stay compliant.

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