Shareholder meeting: template minutes

Template minutes for a meeting of shareholders of a private limited company.

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When do I use this document?

  • for a general meeting of a private limited company
  • where a meeting is called to pass resolutions instead of using the written resolution procedure

What are the key features?

  • template minutes that can be adapted depending on the business of the meeting
  • provision for:
    • attending shareholders (including any proxies)
    • chair of the meeting
    • confirmation of presence of quorum
  • proposal and voting on each shareholder resolution

What else do I need to know?

Under the Companies Act 2006, a company is required to keep minutes of all proceedings at general meetings and copies of all written shareholder resolutions.  These records must be maintained for at least 10 years from the date of the meeting or resolution.  They should be kept at the company’s registered office unless the company has informed Companies House of other location, which must be in the same part of the UK as the company’s registered office.

Where there are minutes of a general 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.

Shareholders have the right to inspect shareholder meeting minutes without charge and can request a copy of the minutes by paying a prescribed fee.

What other documents are available?

Related documents for calling and holding general meetings include;

When do I use this document?

  • for a share sale transaction
  • where confidential information about the target company will be disclosed to a potential buyer
  • for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

  • 17 clauses over 9 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information 
  • circumstances permitting compulsory disclosure 
  • procedure for returning Confidential Information to the seller 
  • prohibition on the buyer poaching the target company’s employees
  • contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
  • duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

    • non-solicitation covenants
    • a contractual indemnity for breach of the confidentiality obligations
    • the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 28/08/2024

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