Board minutes – do you need them?

A scenario to start: it’s a cold rainy day one November, you and your fellow directors sit down and discuss several contracts. After lengthy discussions the board decide that they will go ahead and they are signed. If asked a month later, you would all remember what happened and why and who was authorised to sign such contracts.

Fast forward 10 years, you are selling the company and the buyers’ solicitors have questions about those contracts.

Do you have the board minutes for that particular meeting? If the answer is yes, then you will no doubt have the answers to the questions.

If the answer is no, then this may become more complicated and might cause delays, as the matter is investigated.

Boards often do not have minutes of their meetings and directors often do not understand why they should.  Board minutes are seen as old fashioned and comprised of large tomes of aged paper, but it is a legal requirement that every company keeps written minutes for all director meetings.

Also, as mentioned above, there is the practical problem that if you do not take minutes and keep them with the company records, then years down the line you, or your successors, will not have the information to hand if asked. People do ask from time to time about matters you would expect to find in board minutes and often at times of high stress, for instance if a company is being sold.

So, this is why you need to take minutes for every board meeting and why you need to keep them. Let’s try to answer some questions you may have.

I do not have space for endless paper records – how do I comply with the requirement for board minutes?

Board minutes can be written, signed and kept electronically as well as, or instead of, in hard copy. There are also specific board minute software packages you can purchase which may be of use.

Who takes the minutes?

Historically this would be the company secretary, or if none, then it would be one of the directors or an employee. Remember though that a board meeting may be discussing confidential matters so the person taking the minutes needs to be appropriate. For some specific matters a third-party company secretarial team or a law firm may be able to supply a board minute. For instance, on a change of director or circulation of a shareholder resolution.

How long do I need to keep them for?

As mentioned above, it is a legal requirement to have a written record of director meetings and to keep them for a minimum of ten years. However, best practice would be to keep them for the life of the company, you never know when you may need them.

Where do I keep them?

The registered office address, or Single Alternative Inspection Location (or SAIL address) if not at the registered office address. Both addresses must be registered with Companies House.

Do I have to put down everything that is said?

Minutes do not need to record every single word that is said but should summarise key points and the decisions made or rejected. Any background information or papers referred to at the meeting should be circulated and kept with the minutes.

Who signs them off?

The are approved at the next board meeting, after being circulated to those who attended the meeting. They are signed by the Chairperson of the meeting which they record, or the Chairperson of the meeting where they are approved.

Do they get filed with Companies House?

No, under no circumstances. Certain resolutions of the shareholders are fileable but not the minutes or written resolutions of the directors.

How do I know if it is a minute or resolution?

It should be noted that all decisions of the directors (and indeed shareholders) are called resolutions. Minutes are the written record of a board meeting and a copy of which is signed by the Chairperson of the meeting. Written resolutions are for decisions of the directors taken outside of a meeting and may be more flexible for time sensitive decisions. The written resolution will set out the decisions and is signed by all the directors of the company. The articles of the company should be checked to ensure that written resolutions are not precluded and it should be noted that all directors need to sign before the decisions contained in the written resolution can be said to have been passed.

What if my company has only one director?

A sole director still needs record all their decisions in the form of a sole director resolution.

Can they be amended after they are signed?

No. But it may be possible to add a post meeting note for something that is factually incorrect, but you cannot misrepresent what was discussed/agreed at the meeting.

Hopefully you have been convinced of the importance of taking and keeping board minutes and no longer see them as something which is old fashioned or does not apply to you. Instead, at times of stress surrounding future events, having those records to hand can make life simpler by providing the answers to questions relatively quickly.