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How to make Board minutes

Use these board meeting minutes to accurately record what was discussed and decided at a company board meeting.

Board minutes record what decisions are reached by the directors of a company during board meetings. These include such decisions as appointing new auditors or shareholders. They are used by private limited companies incorporated in England, Wales and Scotland.

Every company is legally required to keep minutes of board meetings, and using our board minutes template makes that simple and easy to do. Keeping an accurate record of board meetings also means that the director's consideration of their legal duties can be properly recorded and kept as evidence. 

This board minutes document can be used for a selection of routine business for a private limited company incorporated in England, Wales or Scotland, such as appointing directors, appointing the company secretary, approving the statutory accounts and approving draft documents.

Use these board minutes:

  • to carry out routine business

  • only for a private limited company (LTD) incorporated in England, Wales or Scotland

These board minutes template cover:

  • 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

  • approving documentation

  • 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 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 solicitors or financial advisers)

  • the chairman 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 - specify any actions or tasks that need to be carried out 

  • state each matter to be considered clearly, noting any documents tabled and recording the decision of the directors on each point

  • note any filings which must be made at Companies House following the meeting and state who will make them

Recording board meeting 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 decision that is being recorded at the board meeting.

Everyone attending should have a copy of the minutes in front of them. The chairman (or the person leading the meeting) needs to take the director's 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 - check what the minutes say

  • make sure the directors really think about points when they make decisions

  • the chairman can make agreed manuscript amendments, if necessary

  • the chairman needs to sign the minutes at the end of the meeting

Generally, the company secretary would prepare the minutes and update the company books. If no company secretary has been appointed, any individual is able to update the company books and submit the necessary filings.

Ask a lawyer for advice if:

  • a business that is not a private limited company
  • a company that is not incorporated in England, Wales or Scotland

These board minutes comply with the requirements of the Companies Act 2006 and include references to the filing which must be made at Companies House following the business of the meeting.

Other names for Board minutes

Corporation minutes, Board meeting minutes, Minutes of board meeting, Board of directors resolution form, Board resolution, Board of directors resolution, Directors' written resolution, Director resolution.