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Board minutes - back to basics
For most companies, a decision of the board of directors will happen informally and without the need for a formally called board meeting. Key decisions are made day-to-day and are frequently not formally scheduled or documented.
However, most companies are not aware that it is mandatory under s248 of the Companies Act 2006 (the Act) for a company to document and keep a record of all the minutes of meetings and key decisions made.
If a company fails to comply with the Act, each officer (director or company secretary) could be liable on conviction to a fine.
Often (if not always), it is only when lawyers become involved in a transaction that formal minutes are drafted. The concept of board meetings and minutes can often seem artificial to the directors and company involved.
By becoming familiar with the basic steps (below), a company can understand the structure and content of a board meeting and its minutes.
Headings, requirements and layout
- Company Number and Name
- Time date and location
- Attendance (who is present and any apologies from absentees)
- Chairperson (who is appointed and will take the Chair throughout)
- Notice & Quorum (has the necessary notice been given to call the meeting and is the meeting quorate)
- Declaration of Interests (does the meeting give rise to any actual or potential conflicts of interest, if so these should be declared)
- Business of the Meeting
- Documents (will any be produced to the meeting to be considered)
- Resolutions (does the proposed business require an ordinary or special resolution to be passed)
- Adjournments (if necessary- often these are required for the passing of resolutions)
- Filings (are there any obligations to be complied with post-meeting i.e. filings at Companies House or updating the Company’s statutory books)
- Use the template framework above
- Always check the Articles of Association (Articles) of the Company to ensure that the potential business and decisions being made in the ‘meeting’ are not in breach of the Articles or the Act
- Have a specific individual who is designated to the role of ‘minute taker.’ This will allow for compliance, without unnecessarily changing the way a company conducts its business
- Instruct a lawyer- to ensure that either you as a director or the company itself are compliant with the provisions of the Act when undertaking company business, please contact one of Napthens’ Corporate Team who will be happy to assist.