Private limited companies must keep and store minutes of all board meetings and general meetings, as well as copies of any resolutions passed at these meetings.
Minutes contain details of all matters raised, discussed and agreed upon in meetings – this written evidence is useful as a point of reference or if any disputes arise at a later stage.
They can also help to ensure directors and shareholders are aware of their responsibilities and carrying out their required duties. Resolutions are binding decisions made by company shareholders or directors at these meetings.
What to include in minutes of board meetings?
The following details must be included in all minutes of board meetings:
- Date, time and location of meeting.
- Names of all directors present and those who cannot attend.
- Names and role of anyone else in attendance.
- Name of the Chairman of the meeting.
- Whether the quantity of directors in attendance represents a “quorum” – this is the number of directors required to make decisions.
- Agenda of the meeting.
- Matters to be considered and the decisions of each director.
- Filing requirements for Companies House, if any, and the name of the person responsible for making such filings.
- Signature of the Chairman or Director.
Minutes of first board meeting of directors
Companies should arrange a first board meeting of the directors as soon as possible after company formation, even if there is only one director. The purpose of this meeting is to formally discuss the management of the business and allow directors to familiarise themselves with the memorandum and articles of association.
This gives everyone the opportunity to put forth suggestions, raise concerns, confirm strategies, consider various management options, confirm statutory reporting and filing requirements, and discuss the company’s finances and accounting requirements.
During the course of the first board meeting, the types of matters that may be discussed include:
- The appointment of an appropriate chairman.
- Share capital.
- Issuing share certificates.
- Deciding whether to appoint a company secretary.
- Finances and accounting – budgets, operating costs, bank accounts, loans, investments, salaries.
- The appointment of an auditor and/or accountant.
- Proposals and strategies for the direction of the business.
- Confirming the directors and the duties and responsibilities they hold.
- Confirming the company’s accounting reference date (ARD).
- Registering the company for corporation tax, VAT and PAYE.
- Statutory requirements and filing deadlines.
Other matters that might considered for discussion at this point by new businesses include:
- Marketing, advertising and branding strategies.
- Stock, equipment, machinery, supplies, premises.
- Suppliers, manufacturers and distributors.
- Health and safety policies.
- Insurance policies.
- Hiring employees and/or contractors.
- Training requirements.
- Licences and certifications for business operations.
Who must be given copies of minutes and resolutions?
- Every director and any other person in attendance at a board meeting should be given a copy of the minutes.
- A copy of minutes should be kept with the statutory company records held at the registered office address or SAIL address for a minimum of 10 years.
- Members (shareholders or guarantors) must be given a copy of the minutes of general meetings and board meetings if they request them.
- Notice of the intention to propose a resolution must be given to all company members and the company auditor, if applicable.
- Copies of Members’ special resolutions must be delivered to Companies House within 15 days of the resolution being passed.
- Copies of all resolutions must be kept at a company’s registered office or SAIL address.
How long must minutes and copies of resolutions be kept for?
Minutes must be kept for a minimum of 10 years from the date of the meeting at which they are taken. Resolutions must be kept for a minimum of 10 years from the date they are passed.
Minutes and resolutions must be made available for public inspection at a company’s registered office or SAIL address for the period of time they must be kept.