Board minutes: template minutes

Board minutes: template minutes

Template minutes of a meeting of the board of directors of a private limited company

Background

Is there a legal requirement to keep board minutes?

Companies are required to record and maintain minutes of all board meetings for at least 10 years from the date of the meeting.  The Model Articles applicable to private limited companies apply this requirement to every unanimous or majority decision taken by the directors.

Where there are minutes of a board meeting, until the contrary is proved, the meeting is deemed duly held and convened, all proceedings at the meeting are deemed to have duly taken place and all appointments at the meeting are deemed valid.

What is covered in the board minutes?

Board minutes should cover the following matters:

• as preliminary matters:
  • date, time and location of meeting
  • whether the meeting was held in person, on the telephone or via video conference
  • names of directors, and any other persons, present
  • chair
  • presence of quorum
  • confirmation of notice of meeting
• possible approval of prior minutes and matters arising from previous board meeting
• declarations of directors’ interests
• business of the meeting and matters discussed
• resolutions moved and decisions taken
• filing instructions
• close of meeting

Board meetings may be held for different reasons.  These include:

• regular management board meetings, often with a standing agenda
• ad hoc management board meetings in case of urgent business or emergency
• meetings for a specific legal requirement or purpose

The board minutes and resolutions which are legal document templates on our site are for a specific legal requirement or purpose.  This might be:

• where approval of directors is required for a particular corporate action, for example to approve the transfer or allotment of shares
• to approve a particular transaction or contract

About these template board minutes

These template board minutes are for a meeting of the directors of a private limited company to approve a specific business transaction or contract.

Explanatory guidance

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