Board minutes: first company board meeting
Minutes for the first meeting of the board of directors of a company following its formation. Resolutions for the full range of peotential matters which may need to be approved at the companys first board meeting.
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When do I use this document?
- for the inaugural board meeting of a company following its formation
- to replace temporary arrangements put in place at the time of incorporation formation
- for a company incorporated in England and Wales
What are the key features?
- resolutions for a complete range of matters for the first board meeting
- directors: remove temporary directors and appointment permanent directors
- name: change the name from a temporary to a permanent name
- articles of association: adopt new Articles of Association in place of default Companies Act Model Articles
- registered office: update from temporary to permanent registered office address
- bank: approve bankers and bank mandate(s)
- year end: change the company’s financial year end (its accounting reference date) from the default date under the Companies Act to the date to which statutory accounts will be prepared
- shares: approve transfers, allotments and issues of shares to new and existing shareholders
What else do I need to know?
A company may need to hold a board meeting following the company’s formation 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 dealt with on a temporary basis, perhaps to be decided or arranged later. A board meeting can update these temporary arrangements and approve and put in place the intended longer-term arrangements.
When do I use this document?
- for the appointment of an individual to provide consulting services through a service company
- for a fixed term appointment or an appointment terminable on notice
What are the key features?
- 24 clauses over 16 pages
- time-based appointment for a fixed term, terminable by notice by either client or consultant
- service performance obligations on the consultant company, including for performance of the services by the named individual
- consulting fees on the basis of time spent at an agreed contractual rate
- ownership of intellectual property rights arising from the services
- status of the consultant as an independent contractor
- early termination for breach and other circumstances
What else do I need to know?
Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client. This will contain undertakings from the individual directly to the client covering the following:
- that the individual owns the service company and will continue to do so
- that the individual will be employed by the service company by the individual
- that the client will own intellectual property rights in materials/work product generated by the individual
- that the individual will be responsible for the service company’s performance of the consultancy agreement
We have a form of this side letter available – see
What other documents are available?
For a form of consultancy for a service company on a project basis, see
For forms of consultancy agreement with an individual consultant, see
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Updated by a lawyer on 23/07/2025
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