Shortly after your new company registration has been approved by Companies House, you should hold a board meeting of the directors. The purpose of this meeting is to provide an opportunity for the directors to discuss the formalities of the new business, consult the articles of association, and determine their respective duties and responsibilities.
You are legally required to document the proceedings of your first board meetings by taking minutes (even if you’re the only director of the company). The minutes are a written record of all matters discussed and the names of everyone in attendance.
Matters for discussion at the first board meeting may include:
- Confirming the objectives of the company.
- Confirming the initial subscribers.
- Issuing share certificates.
- Appointing a chairperson of the board.
- Confirming the initial officers.
- Confirming the company’s accounting reference date and statutory filing deadlines.
- Setting up a business bank account.
- Record-keeping and accounting requirements.
- Appointing an auditor (if applicable).
- Determining each director’s duties and responsibilities.
It is crucial to have an accurate record of everything that occurs at board meetings and general meetings (of shareholders) in case any 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, and the names of everyone in attendance.
What to include in minutes of company meeting
- Time, date and location of the meeting.
- Names of all directors or shareholders present.
- Names of those unable to attend.
- Names of all other persons present.
- The name of the Chairman.
- Items on the agenda.
- Details of all topics discussed and any issues that arise.
- Details of any decisions made and the actions agreed upon.
- Details of those in favour of, and those opposed to, each decision and action.
- A note of any documents or information to be filed with Companies House.
- The names of those responsible for filing documentation or information with Companies House, and the deadlines for doing so.
- Information about follow-up meetings to be arranged, and/or matters requiring investigation or further discussion.
Keeping and distributing minutes
Minutes can be 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 meeting 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 services
Rapid Formations provides digital minutes of your first board meeting as part of our Digital Package. Alternatively, you can receive digital and printed minutes if you register your company using our Print Package or 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.
