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Overview of the Board minutes

Every company is legally required to keep minutes of board meetings, and using our board minutes document 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 template can be used for a selection of routine business for a private limited company incorporated in England and Wales, 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 company that is incorporated in England and Wales

These board minutes 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

Board minutes record what decisions are made 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 and Wales.

Companies are required to record board meetings to comply with the requirements of the Companies Act 2006. The records must be kept for up to 10 years depending on the decision that is being recorded at board meeting.

Using this document you can record a variety of routine board matters, including:

  • appointing or accepting the registration 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 which may be specified in the document.

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. Moreover:

  • 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

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. solicitors or financial advisers
  • the chairman of the meeting
  • whether the number of directors present represents a 'quorum', i.e. 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.
  • 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 following the meeting and state who will make them

If there is no company secretary appointed who would normally prepare the minutes and update the company books, it can be any individual who os able to update the company books and submit the necessary filings.

Ask a lawyer for:

  • a business that is not a private limited company
  • a company that is not incorporated in England and Wales

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.