Private limited companies should keep notes or minutes of every board and general meeting, as well as duplicates of any judgments passed at these meetings.
The minutes should comprise particulars of all issues raised, deliberated and agreed upon in every meeting. This written evidence can be used should there be any disagreement in future.
It is also beneficial for your own piece of mind, as you will be able to keep an eye on the development of decisions made at meetings. In addition, they can assist to guarantee that shareholders and directors are conscious of their responsibilities and are performing their expected duties. Resolutions are necessary choices made by company’s directors or shareholders at these meetings.
- Minutes of the first director’s board meeting
Companies should organise the first director’s board meeting soon after company setup, even if there is only a single director. The aim of this meeting is to officially discuss business administration and permit directors to acquaint themselves with the memorandum and articles of association. This provides everyone with the chance to raise worries, put forth recommendations, validate strategies, verify reporting and filing needs, consider several management options as well as discuss the requirements of company’s finances and accounting. Throughout an initial board meeting, the kinds of things that could be discussed include:
- The appointment of the right chairman
- Giving share certificates
- Share capital
- Deciding on the appointment of a company secretary.
- Finances and accounting –operating costs, budgets, loans, bank accounts, salaries, investments
- The appointment of an accountant and/or auditor
- Strategies and Proposals for the business administration
- Authenticating individual duties and tasks assigned to every director
- Authenticating the accounting reference date (ARD) of a company
- Registering the company for VAT, corporation tax and PAYE.
- Constitutional requirements and filing deadlines
- Authorisation and certifications for business operations.
- Advertising, marketing, and branding techniques
- Hiring contractors and/or employees
- Insurance policies
- Premises, equipment, supplies, stock, machinery
- Suppliers, distributors and manufacturers
- Health and safety rules
- Training specifications
- What to incorporate in minutes of board meetings
The subsequent details have to be included in all minutes of board meetings:
- Time, date and place of meeting
- Names of every directors present and those absent
- Names and responsibility of others in attendance
- Name of the Chairman of the meeting
- If the number of directors in attendance forms a quorum. This is the amount of directors expected to make decisions.
- Meeting agenda
- Matters arising and each director’s decisions
- Filing necessities for Companies House (if any), and the name of the person accountable for making such filings.
- Who should have a copy of the minutes and resolutions?
Each of the directors and every other individual that attends a board meeting ought to receive a copy of the minutes.
A copy must be kept with the company records held at the SAIL address or registered office address for at least ten years.
Members (guarantors or shareholders) should be given a copy of the minutes of both the general meetings and the board meetings should they requested for it.
Notification of the aim to recommend a decision has to be provided to every member of the company and the company’s auditor, if appropriate.
Duplicates of special decisions should be sent to Companies House in fifteen days from the date they are passed. Copies of all resolutions must be kept at a company’s registered office or SAIL address.
- For how long should the minutes and copies of resolutions be kept?
Minutes must be kept for at least ten years from the date the meeting was held. Resolutions must be kept for at least ten years from the date they are passed. Both resolutions and minutes should be made accessible for public inspection at a business’s registered office or SAIL address for the length of time they must be kept.