The board of a company must prepare and record written board meeting minutes of all resolutions that pass at board meetings, and retain the records for a minimum of ten years after the relevant meeting. As a director it’s important to get your records right, to ensure you comply with the law and have a record in case of any disputes in the future. This blog sets out how to draft and record your own board meeting minutes using our template, and contains tailored templates covering the most common decisions your company’s directors might be required to make.
Note that all templates referred to are only suitable for use where your business has model articles of association. If you have a shareholders agreement and/or your company has bespoke articles of association, you should check these before using these template minutes in case you are required to follow a different process.
For more information, see our Q&A.
How to draft board meeting minutes
Board meeting minutes can be prepared in advance of the meeting and then approved at the meeting, as long as they accurately reflect the discussions and decisions that in fact took place. If the pre-prepared draft does not reflect what in fact took place, it should be amended before it is approved.
How to use the board meeting minutes template
- Follow this link.
- Click ‘Get started’ and read the background information under ‘What you need to know’.
- Complete the questionnaire (see details of the information required to complete this below).
- Download the finished document and read through it carefully to ensure it covers your situation appropriately.
- Ensure that the Chair has signed the document.
- Print the document and keep the original in a safe place.
Information required to complete the board meeting minutes template
1. Company information
You will need your company name as it appears in the Companies House Register, including ‘Ltd’ or ‘Limited’ as applicable. You will also need the company registration number, as issued by Companies House, and you will need to include the number and names of the directors of the company.
2. The board meeting
You are required to provide the location, date and time of the meeting, as well as the full name of the Chair. It is assumed by default that all directors attend the meeting, but there is the option to select absent directors. Any other attendees must also be recorded with their full name.
3. Director’s interest
By default, it’s assumed that no director has a personal interest in any transaction or arrangement that the company is entering into. The model articles of association prevent a director from participating in a board meeting where they have declared an interest in the transaction or arrangement being considered.
If one or more directors have a personal interest in any transaction or arrangement that the company is entering into, they must be named. There must be at least two directors present at the meeting who do not have an interest in the transaction or arrangement and can continue the meeting in the absence of the conflicted director.
Otherwise, the meeting must be adjourned until after the declaration of interest has been made. If the meeting is adjourned, your company’s shareholders can then approve the conflicted director’s participation in the meeting.
4. Reason for the board meeting
You must specify whether the board meeting has been called to approve a contract or agreement for your company to sign. If your company is approving a contract or agreement for signature at this meeting, you can adapt our blank template to ensure it includes approval of the relevant document and properly authorises a director to sign it for your company.
If you are not approving a contract or agreement for signature by your company, select ‘No’ and you can customise the minutes by completing the highlighted text in the Word document that will be generated at the end of the process.
If you will be approving a document at the meeting, but it is not a contract or agreement entered into with another person or business (for example it is a document like a business plan, a financial forecast or a new company policy), enter ‘No’, and you can then insert specific details of what is approved at the meeting into the minutes yourself.
Specific templates
We have a range of tailored template board meeting minutes to cover all of the most common decisions your company’s directors might be required to make. You can use these minutes to approve your company’s entry into a legal document or to approve any other matter your company’s directors are considering at a board meeting.
Using these board meeting minutes will demonstrate that your company’s directors have followed the correct legal process to reach their decisions at a board meeting. These minutes will also provide you with the necessary written record of the decisions your company’s directors have made.
Specific templates include:
- Board meeting minutes approving the appointment of a director
- Board meeting minutes accepting the resignation of a director
- Board meeting minutes approving a transfer of shares
- Board meeting minutes approving a change to your company’s name
- Board meeting minutes approving a change to your company’s articles of association
- Board meeting minutes approving a change to your company’s registered office
See our next blog coming up soon, for detailed guidance on each type of resolution.
Important things to note
It is a criminal offence to fail to keep board meeting minutes, punishable by a fine. Keep a copy of all board meeting minutes as a convenient way to comply with your company’s legal obligations to keep proper records, and to avoid disputes about the dates and terms of specific matters. There is no requirement to file any record of directors’ decisions at Companies House.
If you need further guidance or advice, you can access a specialist lawyer in a few simple steps using our Ask a Lawyer service.
For information on how to make a board decision generally, see our Q&A.
The content in this article is up to date at the date of publishing. The information provided is intended only for information purposes, and is not for the purpose of providing legal advice. Sparqa Legal’s Terms of Use apply.
Marion joined Sparqa Legal as a Senior Legal Editor in 2018. She previously worked as a corporate/commercial lawyer for five years at one of New Zealand’s leading law firms, Kensington Swan (now Dentons Kensington Swan), and as an in-house legal consultant for a UK tech company. Marion regularly writes for Sparqa’s blog, contributing across its commercial, IP and health and safety law content.