Shortly after setting up a limited company, it is advisable to arrange a board meeting of the directors. The purpose of this meeting is to provide directors with an opportunity to discuss the formalities of the new business, consult the articles of association, and determine their respective duties and responsibilities.
Pursuant to section. 248 of the Companies Act 2006 , you are legally required to document the proceedings of your first board meeting, and all subsequent company meetings, by taking minutes, even if you’re the only director of the company. The minutes are a written record of everything that is discussed and voted on, as well as the names of everyone in attendance.
Matters for discussion at the first board meeting may include:
It is crucial to have an accurate record of everything that occurs at board meetings of the directors and general meetings of the members (shareholders/guarantors) in case any confusion or disagreements arise at a later date. The minutes are evidence of the entire proceedings, including the decisions that were made, who supported or opposed the proposed decisions, any queries or objections that were raised, those who attended the meeting, and any absentees who were eligible to attend.
When taking minutes of meetings, the following details (where relevant) should be recorded:
Minutes can be produced and stored electronically, provided they can be reproduced into hard copy if and when required.
You must keep copies of all minutes for at least 10 years from the date of the meetings to which they relate. These minutes should be kept available for inspection at your registered office or SAIL address. Companies House must be notified of the location of these minutes.
You must also keep copies of any decisions made by the board, and resolutions passed at general meetings. Company directors (and secretaries) are legally responsible for reporting changes to Companies House and filing the relevant documentation, whether these take place at a board meeting or a general meeting.
Directors should be given a copy of the minutes of each board meeting, regardless of whether they were in attendance or not.
Rapid Formations provides digital minutes of your first board meeting as part of our packages, including the Basic Package and All Inclusive Package . You will also have access to our free Online Admin Portal – this will allow you to view and update company details online, file Confirmation Statements and report changes to Companies House electronically.