Board minutes: first company board meeting template
Minutes of the first board meeting of the directors of a company following its incorporation
Background
Why hold a board meeting following formation of a company?
Following the formation of a company, it may be necessary to hold a meeting of the directors (a board meeting) to approve certain administrative and other matters.
This is particularly the case where, for timing or other reasons, a company has been formed quickly with certain matters being dealt with at the time of incorporation on a temporary basis, perhaps to be decided or arranged later. A board meeting can address these temporary matters and approve and put in place the intended longer-term arrangements.
What matters are covered by a first board meeting?
The matters which are often dealt with at the first board meeting of a company include the following:
- directors:
- remove temporary directors
- appoint permanent directors
- general declarations of directors’ interests
- administrative:
- change the company’s company name from a temporary name under which it may have been incorporated to a permanent name
- adopt new Articles of Association in place of Companies Act Model Articles
- change temporary registered office with which the company may have been incorporated to its permanent registered office address
- approve the appointment of the company’s bankers and approve the bank’s required form of bank mandate(s)
- change the company’s financial year end (its accounting reference date) from the default year end under the Companies Act to the calendar date to which the company’s statutory accounts will be prepared. Under the Companies Act, a company’s default accounting reference date is the end of the month of the anniversary of the company’s formation. For example, if the company is formed on 13 March, the default accounting reference date will be 31 March. Subject to certain requirements and limitations this date can be changed to another date.
- shareholders:
- approve transfers of shares from subscriber(s) who may have subscribed for shares on a temporary basis on formation to the permanent owners of the business
- approve shareholder resolutions for share allotments
- allot shares to new and existing shareholders
About these Board minutes
These minutes are for the first meeting of a board of directors of a company following its formation.
Document features
Features include:
- Resolutions for the full range of potential matters to be considered at the company’s first board meeting
Explanatory guidance
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