How to draft board minutes (UK): notice, minutes, signing and record keeping

Board minutes are the written record of a decision taken by the directors of a company. If you run a UK private limited company, you will need them whenever the board approves something: a share transfer, a change to the articles, a loan, a new director. Drafting them is not difficult once you have a template and a simple routine. The routine I use has eight steps: prepare a notice of the board meeting, prepare the minutes in advance, send the notice to the directors using your statutory registers, hold the meeting, have the chair sign the minutes, file whatever Companies House needs, and keep the minutes for at least ten years.

The eight steps at a glance

• Step 1: get the templates. A notice of board meeting, template board minutes and, if you need them, template statutory registers.
• Step 2: draft the notice of the board meeting.
• Step 3: prepare the board minutes in advance of the meeting.
• Step 4: send the notice to each director, using the contact details in the statutory registers.
• Step 5: hold the board meeting and update the minutes if needed.
• Step 6: the chair signs the board minutes.
• Step 7: file any forms at Companies House that the decision requires.
• Step 8: keep the minutes at the registered office for at least ten years.

The rest of this article takes each step in turn.

The templates you need

Two template documents do most of the work:

• Document A: the notice of board meeting. A one-page notice that goes to each director.
• Document B: the board minutes. The record of the meeting and the resolutions passed.

Both are built around a table of defined terms, so that in a simple case you complete the table and leave the body of the document alone. The idea is to take the drafting out of the process for routine decisions, so that a business owner can produce a proper notice and a proper set of minutes without having to write them from scratch each time. If your company does not yet have statutory registers, there is a free template for those as well, and you will need them at step 4.

How to draft a notice of board meeting

The notice is a one-pager and it is very straightforward. All you need to do is complete the table at the top. It works like this:

• The left column holds a defined term that is used in the body of the notice. You can tell it is defined because it starts with a capital letter, for example "Company" or "Meeting".
• The right column holds the actual definition, which you complete according to your requirements. So against "Company" you put your company's name, against the meeting date and time you put when the meeting will be held, and so on.

Once the table is complete, the body of the notice reads correctly without any further editing.

How to write board minutes

It helps to prepare the board minutes in advance rather than trying to write them during or after the meeting. Document B, the template minutes, uses the same approach as the notice: a table of defined terms, followed by the body of the minutes.

The sections at the top of the minutes are the ones people most often ask about:

• Present. List the directors who are actually present at the board meeting. That includes directors attending by virtual means, whether that is a video call or a phone call, not only those physically in the room.
• Apologies. List any directors of the company who could not make it to the meeting.
• In attendance. This is optional. Use it for anyone who attended the board meeting but is not a director, for example a company secretary or a lawyer.

Then define the specific details, such as the meeting time and date, in the table. Below the table sits the body of the minutes, which records the business of the meeting and the resolutions passed. In a typical set of minutes the body confirms that notice was given and a quorum is present, sets out what the board considered, and records the resolutions in the words the directors actually approved. Those resolutions are the part a third party, such as a bank or a buyer, will later want to see.

For simple matters, for example decisions that do not need the approval of the shareholders or anything complex, you may not need to amend the body of the minutes much at all. For anything more involved, the body will need tailoring to what the board is actually deciding, and that is where it is worth getting legal help rather than guessing.

Sending the notice to the directors

Once the notice and the draft minutes are ready, send the notice to each of the directors of the company. Use the contact information stored in your company's statutory registers. Sending it to the registered address matters, because it shows that every director was properly notified of the meeting. A decision taken at a meeting that some directors did not know about is exactly the kind of thing that gets challenged later.

What are statutory registers?

If the phrase "statutory registers" worries you because you suspect your company does not have any, you are not alone. Many small companies are in the same position. In brief, statutory registers are like spreadsheets that record important information about your company, including who the directors are, who the shareholders are, and who the people with significant control are.

They need to be kept internally by the company. Companies House, in theory, acts as a reflection of what the statutory registers contain, in the same way that a social media profile records what happens in real life. The registers are the source; Companies House is the public mirror. If you do not have them, set them up from a template before you send the notice.

Holding the board meeting

Step 5 is to attend the board meeting and update the board minutes if needed. If the discussion goes differently from the draft, or a director attends in a different way from what you expected, amend the minutes so they reflect what actually happened.

Who signs the board minutes?

Once the meeting has been held and the minutes reflect it accurately, the chair of the board signs the board minutes. That signature is what turns the draft into the formal record of the meeting.

Filing forms at Companies House

Step 7 is to file the relevant forms with Companies House. Which forms, if any, depends entirely on what was discussed and decided at the board meeting. Some decisions, such as appointing a director, trigger a filing; others are purely internal and need nothing filed. So this step is done on an ad hoc basis after each meeting, by asking what the board has just decided and whether Companies House needs to know about it.

How long to keep board minutes

The final step is to keep the board minutes at your company's registered office address for at least ten years. This is a legal requirement under the Companies Act 2006, not a matter of good practice, so build it into how you store company records from the start. Signed minutes, the notice that called the meeting and any resolutions passed should be kept together. If you are ever asked to prove that a decision was properly taken, perhaps years later during a sale of the company, this file is what you will reach for.

Next steps

Prepare the notice and the draft minutes before every board meeting, send the notice to the directors at the addresses in your statutory registers, and have the chair sign the minutes afterwards. Before you draft your first set, it is worth knowing the most common mistakes people make with board minutes, and if the decision is anything other than routine, speak to a corporate solicitor about the wording of the resolutions.