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A board meeting is a formal meeting of a company’s board of directors. These are the people who are responsible for the day-to-day decisions and affairs of the business. Although there is no statutory requirement for UK private limited companies to hold board meetings, they are crucial in any company that has more than one director.
Below, we explain the steps you need to take to hold your first board meeting after incorporation, including the requirement to provide reasonable notice, appoint a chairperson, and take minutes of the proceedings.
Arranging your first board meeting
After setting up a company, you should hold your first board meeting as soon as possible. There is a lot to discuss, so this is a chance for the directors to familiarise themselves with the objectives of the company and their role within the business.
It’s also an opportunity to deal with certain formalities, establish expectations and rules, exchange ideas, and discuss any uncertainties or concerns that anyone may have.
Calling the board meeting
Under the Model articles of association, any director may call a board meeting at any time by giving ‘reasonable notice’ to each director of the company. This notice can be given verbally or in writing, whether that’s in hard copy form, electronic form, or using a website.
There is no statutory notice period, but some companies may specify a minimum notice period in their articles. What is deemed ‘reasonable’ depends on the requirements or preferences of the company and its directors. This is something you may wish to discuss at your first board meeting.
The notice must indicate the proposed date and time of the meeting and where it will take place. If the directors participating in the meeting are not going to be in the same place, the notice should also propose how they will communicate with each other during the board meeting. For example, via teleconferencing or a virtual meeting platform.
Whilst optional, it’s also useful to include the meeting agenda in the notice. This should set out the key objectives, topics for discussion, proposed resolutions, and any required materials and additional information pertinent to the meeting. This is usually the responsibility of the chairperson.
The typical structure of a board meeting agenda is as follows:
- Heading: This includes the company name and registered office address; the date, time, and location of the meeting; and the name of the chairperson.
- Call to order: The chairperson will begin by calling the meeting to order and stating the time at which this occurs, followed by welcoming remarks and introductions.
- Roll call: This involves checking which members of the board are in attendance, and acknowledging any non-board members present at the meeting. The chair will then establish whether there is a quorum (more on this later).
- Changes to the meeting agenda: The chair will ask whether there are any changes to the planned agenda. If there are, these will be noted.
- Approval of minutes: The previous meeting’s minutes (where applicable) will be approved. Ideally, a copy of these minutes should be distributed to board members before the meeting. The chairperson can skip this section if this is your company’s first board meeting.
- Reporting: Various reports may need to be presented, including annual accounts and management accounts, sales forecasts, operations reports, and marketing reports. Ideally, they should be shared with the board members before the meeting.
- Unfinished business: Sometimes referred to as ‘old business’, this relates to any matters carried over from previous meetings that remain unresolved, require further discussion, or are to be put to a vote.
- New business: The main focus of a board meeting will revolve around new business. It refers to any items for discussion or consideration, and the board’s plan of action for each of these. Some items may be dealt with at the meeting, whilst others may need to be postponed until a later date.
- Other business: This is an opportunity to raise any other business, including special announcements and items to be added to the next board meeting agenda.
- Closing the meeting: The chairperson will formally close the meeting, stating the time at which this occurs. They will also remind the board of the date of the next meeting.
A well-planned agenda with specific steps is key to effective board meetings, ensuring that everyone knows what to expect. This minimises the risk of any person being ill-equipped or blindsided at the meeting.
What happens at the first board meeting?
To set the tone for a productive board meeting, it should start on a positive note. As mentioned, the chairperson will typically begin by welcoming all attendees and recognising a quorum, before moving on to the focus of the meeting.
At the first board meeting, the directors will normally clarify their duties and expectations, confirm the objectives of the company, and discuss the formalities and requirements of the new business. Typically, the following matters will be addressed:
- appointing a chairperson
- reviewing incorporation documents, including the articles of association
- issuing share certificates
- creating statutory company registers
- appointing a company secretary
- formalising how board decisions will be made
- registering for Corporation Tax
- establishing whether the company will register for VAT
- record-keeping, accounting, and filing requirements
- confirming the company’s accounting reference date (ARD)
- setting up a business bank account and naming signatories
- choosing an accountant or tax advisor for the company
- appointing an auditor (if applicable)
You may also wish to discuss how often the board should meet. Larger organisations usually hold monthly meetings, whilst quarterly meetings are generally more effective for smaller firms. Of course, you can also call additional board meetings, if you need to address an urgent matter before the next scheduled meeting.
Appointing a chairperson
A chairperson is an individual who organises and presides over a meeting, ensuring the agenda is followed and that proceedings run smoothly. This involves facilitating discussion, making sure that everyone who is entitled to participate has an opportunity to speak, and dealing with any differences of opinion or conflicts that arise.
At the start of the meeting, the chairperson also determines whether a quorum is present and which directors are entitled to participate in voting (it’s usually all of them, but not always). Additionally, they will seek consensus from the directors, when decisions need to be made at the meeting.
Typically, the chairperson has a casting (tie-breaking) vote in the event of a deadlock on any decisions. This privilege should only be used to resolve disputes. They must vote in the best interests of the company, rather than to promote their personal interests.
Depending on your company’s articles, any one of the directors can be appointed as the chairperson. However, you may prefer to give this role to an impartial individual, such as the company secretary (if you have one) or other non-board member.
If the chairperson is not in attendance within ten minutes of the start time of the meeting, the participating directors will be required to appoint one of themselves.
A quorum for board meetings
A quorum for board meetings refers to the minimum number of directors who must be present to constitute a valid meeting. Under the Model articles of association, the quorum is two. You should refer to your articles for clarification if the company uses modified or bespoke articles.
For any board decision to be valid, a quorum of directors entitled to vote on that motion must be in attendance at the meeting. Where a quorum is not present, the directors may not vote on any motions, other than a proposal to call another board meeting.
Voting at directors’ meetings
Under the Model articles of association, each director has one vote at a board meeting. This means that a motion will pass if a majority of the directors vote in favour of the proposed resolution.
To pass a board resolution, a simple 50% majority is usually required. However, some companies may specify a higher majority in their articles, for example – 75%, or even unanimous approval for exceptional matters.
Directors may cast their votes verbally, on a show of hands, or via a poll. However, written resolutions are increasingly common, due to the rise in remote working and virtual meetings.
Under certain circumstances, a director may be excluded from voting, for example – if there is a conflict of interest. In such instances, the director’s presence cannot be observed for the quorum.
Taking meeting minutes
Whilst board meetings are entirely optional, the requirement to keep meeting minutes is not. This involves the proper documentation of proceedings, which is a duty typically performed by a company secretary. The benefit of recording minutes is that section 249 of the Companies Act 2006 states that, once authenticated by the chairman of the meeting (usually by way of a signature and date of the chairperson applied to the minutes documentation), these constitute legal evidence of the proceedings at the meeting, for future reference.
Taking minutes is an important and time-consuming task. It requires considerable attention to detail and an ability to accurately summarise proceedings effectively.
The minutes for the first board meeting should record all discussions and key decisions taken at the meeting, specifically:
- the time, date, and place of the meeting
- list of directors present, and apologies from those unable to attend
- names of anyone else in attendance
- the chairperson of the meeting
- whether a quorum is present
- the meeting agenda
- discussion points
- a record of motions, votes, and the outcome of proposed board resolutions
- any filings that must be made at Companies House after the meeting
- details of any follow-up discussion, actions, or board meetings to be arranged
- time of adjournment
You must keep meeting minutes for a minimum of 10 years from the date of the meeting. Failure to do so will result in each director being deemed to have committed a criminal offence.
Thanks for reading
Meetings often feel like an unnecessary chore, but the first board meeting after company formation is essential for starting off on the right foot. It’s an opportunity for directors to discuss the objectives of the new business and make sure everyone is on the same page.
It is typically good practice to hold regular board meetings at least once every quarter. This will help to ensure that the company stays on track and that directors are fulfilling their duties.
Please leave a comment below if you have any questions about this post. For more limited company guidance, explore the Rapid Formations Blog.