Board Minutes

Board minutes are a record of all resolutions and decisions that took place at a meeting of a company’s board of directors. Every company must legally keep a record of what took place, so Board minutes are considered an essential aspect of good governance. 

Minutes signed by the Chairperson serve as evidence that:

1. The meeting was held and convened;
2. All proceedings at the meeting took place;
3. All appointments made at the meeting are valid.

When drafting Board Minutes, the following information should always be included:

• the date, time and location of the meeting;
• a list of the names of directors and other attendees at the meeting;
• determination of quorum;
• consideration and declaration of directors’ interests;
• matters reported on and referenced supporting papers; and
• the decision(s) reached.

As an accurate record of the board’s proceedings, the minutes provide a useful source of information to a range of stakeholders. This might include:

1. Directors who were absent at the meeting and wish to know what took place;
2. Third parties, such as banks, investors or legal professionals, who want to see evidence for the approval of certain transactions;
3. Auditors when they check the minutes for any discrepancies with a company’s accounts;
4. Courts, when investigating how a board reached a decision.

Board minutes most commonly require notarisation when a director is asked to provide evidence their company has authorised a particular transaction or granted a specific authority. This may be requested by third parties, such as banks or lawyers, who are dealing with an international transaction the company is involved in.

As board minutes are an accurate record of a company’s decision making they are a very useful source of evidence in international transactions.

Board minutes will often need an apostille after the document has been notarised. For countries who are contracting parties of the Hague Apostille Convention, once an apostille has been obtained, the minutes will be valid in that country.

If the minutes are to be used in a country which has not signed up to the Hague Apostille Convention, you will still require an apostille, but afterwards must also get the minutes legalised by the consulate of that country.

Reach out to us today and we can advise if you are likely to require an apostille or consular legalisation.

The process for notarising board minutes involves the following steps:

1. Preparation of Minutes: Ensure the minutes are accurate and detailed, with any resolutions clearly laid out. The minutes should be circulated to all directors, and once approved, should be signed by the Chairperson appointed at the board meeting. 
2. Instruct a Notary Public: Get in touch with us to receive a fixed quote. We’ll arrange an in-person meeting or advise on secure delivery options for your documents.
3. Verification of Minutes: We will verify the board minutes by authenticating the signature and capacity of the chairperson who signed them.
4. Notarisation: Once certified, we will affix a notarial certificate with our seal and signature. If an apostille or consular legalisation is required, we can assist with this afterwards.  We can arrange delivery or you can collect the minutes in person, often on the same day.

If you require notarisation or an apostille for your Board Minutes, contact us today. Our experienced notaries offer a thorough and convenient verification process.