Summary
- Board minutes record the decisions and resolutions directors take, and the Companies Act 2006 requires every company to keep them for at least 10 years.
- Directors who fail to keep minutes commit a criminal offence and risk a fine.
- Model Article 15 extends the same 10-year record-keeping duty to director decisions the board takes without a meeting.
- This guide explains board minutes for company directors and business owners in England and Wales.
- LegalVision’s corporate lawyers advise companies on drafting board minutes and directors’ written resolutions, meeting company record-keeping duties, and reconstructing minutes that have gone missing.
Tips for Businesses
Record the meeting date, time, location, attendees and their capacity, plus the exact wording of every resolution the board passes. Note that the meeting complied with your articles, and log any declarations of interest. Where a director raises an unresolved concern, tell the minute taker to record it. An unrecorded warning offers that director no protection. Speak to a corporate lawyer at LegalVision about minuting director dissent and declarations of interest.
Board minutes are the company’s official written record of the decisions and resolutions directors take at a board meeting. In England and Wales, the Companies Act 2006 requires every company to keep board minutes for at least 10 years. Failing to keep board minutes is a criminal offence for every officer of the company who is in default. The same 10 year record-keeping duty covers director decisions the board takes without a meeting. Companies may store board minutes electronically, provided the records stay accessible and print as a hard copy. Board minutes also protect individual directors, because a director who raises a concern relies on the minutes to prove it. This article explains what board minutes cover under English and Welsh company law, what your minutes must include, how long you must keep them, and how to record director decisions the board takes without a meeting.
What are Board Meetings?
Board meetings are meetings held by the board of directors of a company, and their frequency depends on the company structure. Publicly listed companies must hold an annual general meeting within the last six months of the calendar year.
Private companies are not legally required to hold board meetings unless specified in their articles of association. However, many choose to hold them regularly. They may also be required for certain decisions under the Model Articles, such as declaring dividends or approving significant transactions.
It is typically good practice to hold a board meeting at least once every six months. In these meetings, directors will discuss financial results and outline an agenda for the business moving forward.
What are Board Minutes?
Board minutes are an official record of a board meeting. They will typically include points such as the meeting agenda, the action items, and other key information discussed in the meeting. Minutes should act as a clear, accurate and concise way of noting down resolutions that directors pass in the meeting. Usually, the company secretary takes meeting minutes, though there can also be other minute takers. The person taking minutes does not need to be a director or even an employee of the company, but they must maintain confidentiality regarding the company’s affairs.
Board minutes also serve as a valuable tool for demonstrating corporate governance and compliance to external stakeholders, including auditors, investors, and regulatory bodies. Well-maintained minutes can provide evidence that the board has fulfilled its duties and acted in the company’s best interests.
Additionally, in the event of disputes or legal proceedings, board minutes may be used as evidence to show that proper procedures were followed and decisions were made appropriately. Therefore, maintaining comprehensive and accurate minutes is not only a legal requirement but also a practical necessity for protecting the company and its directors.
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What are the Legal Requirements for Board Minutes?
Board meetings must have minutes as a legal record. Directors can be criminally liable for failing to keep them. Minutes must be retained for a minimum of 10 years in a format reproducible as a hard copy, including electronic storage.
Directors with unresolved concerns must ensure they are recorded in the minutes. Without this, directors cannot later claim they raised warnings, reducing their legal protection against breaches of fiduciary duty or wrongful trading.
Quorum need not be noted unless specifically referenced, though it is good practice to record that the meeting was held in accordance with the company’s articles of association.
What Should The Board Minutes Include?
To have effective minutes, the minute takers must first ensure that the minutes are accurate, truthful, and concise. Alongside this, they should also make sure that they include certain key information. Best practices for minute-taking include noting:
- the type of meeting (for example, whether it is a regular meeting or a special meeting);
- the date, time, and location of the meeting;
- the organisation’s name and company number;
- the attendees’ full names and their capacity (e.g., director, company secretary);
- confirmation that the meeting was properly constituted and any declarations of interest made by directors;
- any motions and votes that take place during the meeting, including the specific wording of resolutions passed; and
- the minute-taker’s name.
Your business must fulfil its legal duties when taking meeting minutes and adhere to best practices. Minutes serve as a legal record and document the agenda and actions taken at a given time. They are useful in subsequent board meetings discussing the same agenda items and help maintain a long-term strategy.
“The minutes people regret are almost always the thin ones. A director who quietly disagrees with a decision and says nothing at the time has no way to show it two years later, when a liquidator or a shareholder starts asking questions. Write down the reasoning behind a decision, not just the outcome, because the reasoning is what protects the board.”
How to Record Director Decisions Made Outside a Board Meeting
Directors do not always take decisions in a formal board meeting. Under the Model Articles, directors can reach a unanimous decision by indicating to each other that they agree. Many small companies use this route for routine approvals, such as opening a bank account or issuing share certificates. Directors often assume that a decision they take by email needs no record. The record-keeping duty still applies. The Companies (Model Articles) Regulations 2008 also cover decisions the board takes outside a meeting. Model Article 15 requires directors to keep a written record of every unanimous or majority decision. That record must survive for at least 10 years from the date of the decision.
In practice, draft a short written resolution for each decision the board takes outside a meeting. Name the directors who agreed, state the decision in the wording the board approved, and date the resolution. File the resolution with your board minutes rather than leaving it in an email thread. Companies often lose these records because they sit in one director’s inbox. Treating written resolutions as part of your formal company records protects directors if someone later challenges the decision.
Learn how to meet your directors’ duties and ensure compliance with LegalVision’s free UK Board Reporting Toolkit.
Key Takeaways
As a business owner who holds board meetings, you should be aware of your legal duties when keeping minutes. Board meetings must be minuted per English company law, and it is a good idea to also make sure that they are:
- clear;
- concise; and
- easy to use.
Minutes document business progress and provide legal protection as an official record of proceedings. Ensuring compliance and proper archiving helps your business track action items and develop its long-term strategy.
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Frequently Asked Questions
What are minutes?
Minutes are a concise summary of the points that were discussed during a meeting. This can include the agenda, relevant information and future steps the board has agreed to take.
Who can be a minute taker?
In theory, anyone is able to take minutes during a board meeting. However, the minutes must be taken by someone who has good knowledge of the relevant legal and regulatory requirements, and they must also be impartial.
Are there legal requirements for taking minutes?
In general, the law requires the minutes to be accurate, truthful and unbiased. Taking minutes is itself a legal obligation for a company, and a failure to do so in line with the law may result in criminal liability. Furthermore, the minutes must be held (in a printable format) in the company’s archives for at least 10 years. If this requirement is not followed, the company may face a significant fine under the Companies Act 2006.
Can board minutes be amended after they have been approved?
Once board minutes have been formally approved, they should not be altered. However, if errors are discovered, the board can pass a resolution at the next meeting correcting the record and noting the amendment in the new meeting’s minutes.
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