The minutes of the first board meeting of a limited company are a written record of the proceedings of the very first meeting held by the directors. Below, we discuss what to include in minutes, the types of matters generally discussed at the first board meeting, and where you should store minutes of limited company meetings.
Minutes contain details of all matters raised, discussed, and agreed upon in a formal meeting. This written evidence is useful as a point of reference and for resolving any confusion, misunderstandings, or disputes that may arise at a later stage.
Keeping minutes of board meetings also helps to ensure that directors are aware of their responsibilities and are carrying out their required duties.
Private limited companies must keep and store minutes of all board meetings, as well as copies of any resolutions passed at these meetings.
What to include in minutes of board meetings
Generally, the following details should be included in the minutes of board meetings, including the first board meeting of the directors:
- date, time, and location of the meeting
- names of all directors present and those who were unable to attend
- names and roles of anyone else in attendance
- name of the chairperson of the meeting
- whether the quantity of directors in attendance represents a “quorum” – this is the minimum number of directors required to make decisions
- agenda of the meeting
- proposed resolutions or matters to be considered
- decisions of each director with regards to resolutions or other matters
- signature of the chairperson or a director
Minutes of the 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 company’s articles of association.
This meeting provides an opportunity for the directors to make suggestions, raise concerns, discuss 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 chairperson
- share capital
- issuing share certificates
- deciding whether to appoint a company secretary
- finances and accounting, including budgets, operating costs, bank accounts, loans, investments, and salaries
- the appointment of an auditor and/or accountant
- proposals and strategies for the direction of the business
- confirming the duties and responsibilities of directors
- confirming the company’s accounting reference date (ARD)
- registering the company for Corporation Tax, VAT, and PAYE
- deadlines for filing annual accounts and a Confirmation Statement
Other matters that may be discussed during this meeting include:
- marketing, advertising, and branding strategies
- stock, equipment, machinery, supplies, and business premises
- suppliers, manufacturers, and distributors
- health and safety policies
- business insurance
- hiring employees and/or contractors
- training requirements
- licences and certifications for business operations
Who must be given a copy of the minutes of the first board meeting?
Every director and any other person in attendance at a board meeting should be given a copy of the minutes. A copy should also be kept at the registered office or SAIL address for a minimum of 10 years.
Members (shareholders or guarantors) must be given a copy of the minutes of meetings if they request them.
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. They must be made available for public inspection at the company’s registered office or SAIL address during that time.