Board Meeting Minutes

Board Meeting Minutes: Record Directors' Decisions Properly

Board meeting minutes are the formal written record of a meeting of a company's directors. They show who attended, whether the meeting was quorate, what was discussed, what the board decided and who will act on each decision. Robot Lawyer drafts clear, professional minutes from your answers, in the format expected for the country where your company is registered. On the Verified plan, a legal professional checks them before they are signed by the chair.

They are also known as directors' meeting minutes, minutes of a board meeting or minutes of a meeting of the board of directors.

CONTENTS

What Are Board Meeting Minutes?

Minutes are not a word-for-word transcript. They are a concise, accurate summary of the business of the meeting: the matters considered, the key points raised, the decisions made and the actions agreed. Once approved, usually at the next meeting, the chair signs them as a correct record.

Good minutes protect the company and its directors. They show that decisions were made properly, that directors considered the right issues and that any conflicts of interest were declared and handled correctly. They are often the first thing auditors, investors, buyers, lenders and regulators ask to see.

Do Companies Have to Keep Board Minutes?

In most countries, yes. UK only: under section 248 of the Companies Act 2006, every company must record minutes of all proceedings at meetings of its directors and keep them for at least ten years from the date of the meeting. Failing to do so is an offence by every officer in default.

Other countries have their own rules on what must be recorded and for how long, and your company's articles of association or bylaws may add more. Your minutes are drafted to suit the country where the company is registered.

When Should You Prepare Minutes?

• Regular board meetings
  Monthly, quarterly or annual meetings to review trading, finances and strategy.
• Approving accounts
  Recording the board's approval of the annual accounts before filing.
• Major decisions
  Such as borrowing, signing significant contracts, buying or selling assets, or opening a bank account.
• Share matters
  Approving share transfers, allotments or dividends, where the board has power to do so.
• Appointments and resignations
  Recording the appointment or resignation of directors, officers or a company secretary.
• Conflicts of interest
  Recording a director's declaration of interest and how the board dealt with it.

What's Included in Your Minutes?

• Company details
  The company's full name, registration number and country of registration.
• Meeting details
  The date, start and finish times, and whether it was held in person, virtually or as a hybrid meeting.
• Attendance
  Directors present, others in attendance, apologies and the chair.
• Quorum
  Confirmation that a quorum was present.
• Declarations of interest
  Any interests declared and how they were dealt with under the articles.
• Agenda items
  A clear, numbered record of what was discussed and decided under each item, including resolutions passed.
• Actions
  Who will do what, and by when.
• Next meeting and close
  The date of the next meeting, if known, and the time the meeting closed.
• Signature
  A line for the chair to sign and date once the minutes are approved.

Tips for Clear, Useful Minutes

• Record decisions, not debates
  Summarise the main points and focus on what was decided and why.
• Be specific about resolutions
  Use clear wording such as "It was resolved that…", with the details of any contract, amount or appointment approved.
• Note any dissent
  If a decision was not unanimous, record that and, if requested, a director's objection.
• Deal with conflicts properly
  Record each declared interest and whether the director voted or counted in the quorum, as the articles allow.
• Approve them promptly
  Circulate a draft soon after the meeting while memories are fresh, and approve the minutes at the next meeting.

Example Board Minutes Extract

This shortened example shows the structure. Your Robot Lawyer minutes are written in full from your own answers.

Minutes of a meeting of the board of directors of [Company Name] Limited (company number [number]) held at [place] on [date] at [time].

Present: [Name] (Chair), [Name]. In attendance: [Name] (Company Secretary).

1. Quorum: The chair noted that a quorum was present and declared the meeting open.

2. Declarations of interest: [Name] declared an interest in item 4 as a director of [supplier].

3. Approval of accounts: It was resolved that the accounts for the year ended [date] be approved.

How It Works on Robot Lawyer

1. Answer the questions
   Tell us about the company, the meeting, who attended, the agenda and what was decided.
2. Generate your minutes
   We draft clear, formal minutes with numbered agenda items, resolutions and actions.
3. Get it verified
   On the Verified plan, a qualified legal professional checks the document within 24 hours and makes amendments where needed. See how our documents are verified.
4. Approve and sign
   Circulate the minutes, approve them at the next meeting and have the chair sign them. Keep them with the company's records.

Robot Lawyer is a subscription. The Essentials plan is £13.99 a month, and the Verified plan, which includes verification of your finished document by a legal professional, is £24.99 a month. Both start with a 7-day free trial. See our pricing.

Board Meeting Minutes FAQs

Who should take the minutes?

Often the company secretary, if the company has one, or another director or employee asked to act as secretary for the meeting. The person who took the minutes is recorded in them.

Who signs board minutes?

The chair of the meeting, or the chair of the next meeting at which they are approved, signs them as a correct record. UK only: minutes signed by the chair are evidence of the proceedings at the meeting.

Do board minutes need to be filed at Companies House?

No. Minutes are kept with the company's records. Some decisions recorded in them, such as appointing a director or changing the registered office, need a separate filing, and some decisions need a shareholder resolution rather than a board decision.

What is the difference between board minutes and a written resolution?

Minutes record decisions made at a meeting. A written resolution is a decision made without a meeting, by the directors or shareholders signing a document, where the articles or the law allow it.

Can I use these minutes for a company outside the UK?

Yes. Your minutes are drafted to suit the country you choose. Our lawyers are qualified in England and Wales and check documents for good practice, clear formatting and the law of England and Wales. They are not qualified in other countries' law, so for a company registered elsewhere, we recommend having a local lawyer check them too.

Create Verified Board Meeting Minutes Online

Turn your notes into professional minutes in minutes. Related documents: Corporate Resolution, Written Resolution and Shareholder Resolution.