How Do You Take Minutes At a Board Meeting? A Comprehensive Guide and Template

Throughout the life of a company, whether in the UK or elsewhere, there will be numerous decisions to be made during meetings held by the board of directors of the company. 

Regardless of the nature and extent of the company’s activities and the number of directors appointed to the board, it’s necessary to ensure that all meetings of the board of directors and the decisions made therein are recorded and retained by the company as part of its legal records. 

This is required by UK law, specifically Section 248 (1) of the UK Companies Act 2006, which states that:

“Every company must cause minutes of all proceedings at meetings of its directors to be recorded.”

These records must also be retained for no less than 10 years from the date of each meeting of the board of directors (Section 248 (2) of the UK Companies Act 2006). This is a minimum requirement, and best practice suggests keeping them for the life of the company for historical and governance reasons.

Failure to record minutes of board of directors meetings can also result in all company officers (i.e. company directors and, where relevant, the company secretary) being found to have committed an offence under the Act (Section 248 (3) of the UK Companies Act 2006). They could potentially be liable for a fine of up to £1,000 and a daily default fine of £100 per day of default (Section 248 (4) of the UK Companies Act 2006).

It is therefore essential that every UK company knows exactly what company minutes are and how they can be drafted.

In this article, we’ll explain:

• What minutes of board of directors’ meetings are;
• The evidential value of minutes of board of directors’ meetings;
• When minutes of board of directors’ meetings are required, with hints and tips for taking such minutes;
• The difference between ‘minutes of a board of directors’ meeting’ and ‘resolutions in writing passed by the board of directors’; and 
• Alternative types of minutes for other types of entities or bodies, such as partnerships, limited liability partnerships and limited partnerships.

This comprehensive guide to board meeting minutes will cover legal requirements for board meeting minutes and templates in the UK, how to take board minutes effectively, and provide you with the best board minutes template for recording UK company board meetings.  

What are Minutes of a Board of Directors’ Meeting?

The board of directors of a UK company may be required by the company’s Articles of Association or other regulating documents or guidelines to meet each other at fixed times during the course of a year or at intermittent times. For example, to approve the company’s yearly financial statements at the company’s annual general meeting.

Since key decisions concerning the company will be made during these board meetings, it is a statutory legal requirement for UK companies to properly take and record minutes of all board of directors’ meetings.

For larger companies that have the privilege of having appointed their own company secretary who may also act as an in-house legal counsel, this process is often straightforward and well organised.

For smaller companies, on the other hand, who do not have their own dedicated company secretary, the task of drafting and recording the board minutes of all board of directors meetings may be a more arduous task.

Put simply, the minutes of a board of directors’ meeting is a record that confirms:

• The date, time and place of the meeting;
• The directors of the company who attended the meeting;
• The directors who were absent from the meeting;
• The appointment of a chairman among the attending directors of the board meeting;
• Confirmation that a quorum of directors was present for the company to be able to make decisions by way of the board meeting;
• Description of all such decisions made; and
• Close of business.

These meeting minutes are the official legal record that serves multiple purposes for board governance and compliance. Customarily, the minutes of a board of directors meeting are written post-meeting and are later signed off by the chairman of that meeting or by the chairman of the next successive board of directors’ meeting. Section 249 (1) of the UK Companies Act 2006 provides that minutes of a meeting of the board of directors signed in this manner are evidence that such proceedings took place as well as that:

• The meeting of the board of directors of the UK company was deemed duly held and convened;
• All proceedings at the meeting of the board of directors of the UK company are deemed to have duly taken place; and
• All appointments at the meeting of the board of directors of the company are deemed valid.

(Section 249 (2) of the UK Companies Act 2006)

What’s the Difference between ‘Minutes of a Board of Directors’ Meeting’ and ‘Written Resolutions Passed in Writing by the Board of Directors’?

The vast majority of UK companies’ Articles of Association permit (in lieu of a board of directors meeting convened in person amongst the directors) for either a majority or all appointed directors of the company to approve a decision of the company by means of passing resolutions in writing.

This is by way of a document which is signed or e-signed by each director of the company either all on one page or in counterparts.

For small or single decisions this is often more convenient for the board of directors and is preferred instead of convening a board of directors’ meeting.

The force of resolutions passed in writing are no different to minutes of a board of directors meeting and are both valid, provided the passing of resolutions in writing is permitted by the Articles of Association of the UK company.

Step-by-Step Guide on How to Take Board Minutes Effectively

A common question is: “How to take accurate minutes at a board meeting in the UK?” 

Knowing how to take effective meeting minutes is essential for every meeting. The person taking minutes must understand types of meeting minutes and ensure meeting minutes should be detailed enough to serve as a comprehensive record of a meeting. Follow the below approach to ensure your minutes are accurate, legally compliant under the UK Companies Act 2006 (Section 248), and useful for governance, audit and legal purposes.

• Prepare Before the Meeting

Obtain the meeting agenda and list of expected attendees to guide note-taking and ensure all key points are covered.

• Record Meeting Details

Note the company name, meeting type (e.g., regular, special, emergency), date, time and venue.

• List Attendees and Apologies

Record the names and roles of all directors, officers and guests, and note any absences or apologies

• Identify Chair and Minute Taker

Specify who chaired the meeting and who is responsible for taking the minutes.

• Follow the Agenda

Structure the minutes according to the agenda items to maintain clarity and logical flow.

• Summarise Discussions

Capture key points and significant debates objectively and concisely, including any dissenting views relevant to accountability. Avoid verbatim transcripts.

• Record Resolutions and Motions

Clearly state each motion or resolution, who proposed and seconded it (if applicable), and the outcome of votes (approved, rejected, abstained).

• Note Action Items and Responsibilities

Specify follow-up action items, specifying meeting attendees responsible and deadlines for following the meeting.

• Declare Conflicts of Interest

Document any declarations of interest and the actions taken (e.g., director recusing themselves).

• Approval of Previous Minutes

Record whether the minutes of the previous meeting were approved or amended.

• Close the Meeting

Note the time the meeting ended and the date/time of the next meeting.

• Review and Finalise

Prepare a clear, objective and concise draft for approval at the next board meeting, ensuring legal compliance and retention for at least 10 years.

Alternative Types of Minutes for Other Bodies/Entities

The above details for taking minutes don’t only apply to UK companies but also to other bodies/entities.

For example, for a UK registered Limited Liability Partnership (LLP), minutes of the members of the LLP are often prepared to ensure the LLP’s records are properly recorded. 

The same applies for a general partnership for minutes of a meeting of its members.

Board Meeting Minutes Template, Essential Elements and Best Practices

Accurate and compliant board meeting minutes are a legal requirement for UK companies. These minutes serve as the official record of board decisions, discussions and actions, making them essential for corporate governance, regulatory compliance and legal protection. 

Next, we’ll outline the standard elements of meeting minutes and offer both tips for best practices as well as a useful template. 

Essential Elements of Board Meeting Minutes 

• Company Name and Meeting Type: Specify the company and whether the meeting is a regular, special, or emergency session.
• Date, Time and Venue: Clearly record when and where the meeting took place.
• Attendees and Absences: List all directors, officers, guests and note apologies for absences.
• Chair and Minute Taker: Record who chaired the meeting and who took the minutes.
• Agenda Items: Follow the meeting agenda to structure the minutes logically.
• Summary of Discussions: Capture key points and significant debates without verbatim transcription, including any dissenting views relevant to accountability.
• Resolutions and Motions: Clearly state each motion, who proposed and seconded it if applicable, and the outcome of votes (approved, rejected, abstained).
• Action Items and Responsibilities: Specify who is responsible for follow-up actions and deadlines.
• Declarations of Interest: Note any conflicts of interest declared and actions taken (e.g., director leaving the room).
• Approval of Previous Minutes: Document whether the previous meeting’s minutes were approved or amended.
• Meeting Closure and Next Meeting Date: Record the time the meeting ended and when the next meeting is scheduled.

Best Practices for Board Meeting Minutes 

• Use a standardised template to ensure consistency, especially if different people take minutes at different meetings.
• Maintain an objective, concise and clear writing style, avoiding personal opinions and excessive detail.
• Organise minutes with headings and subheadings following the agenda for logical flow and easy reference. Use bullet points or short paragraphs for clarity.
• Summarise votes by the number of members for, against and abstaining, rather than individual votes.
• Clearly assign actions and deadlines.
• After drafting, distribute the minutes promptly after every meeting to ensure meeting attendees can review and approve the minutes at the next meeting.
• Keep your minutes secure for the required years from the date of each meeting.

Board Minutes Template

If you’re new to taking board meeting minutes, we’ve developed a comprehensive board minutes template that incorporates all essential elements required under the Companies Act. This downloadable template for recording UK company board meetings provides a structured format that ensures consistency across all meetings while meeting legal requirements.

By adopting this board meeting minutes template compliant with the Companies Act, your organisation can confidently record decisions, manage accountability and uphold corporate governance standards.

When Board Minutes Require Notarisation, Legalisation and Apostilling

While accurate board minutes are essential for UK legal compliance, there are times when further authentication is needed for international use. This typically arises in legal, financial, or corporate situations involving overseas entities.

When Notarisation May Be Required

Board minutes often require notarisation to prove that specific decisions or authorities were properly approved by the board. Common scenarios include:

• International transactions where banks, investors, or legal professionals require verified board approval.
• Cross-border mergers, acquisitions, or joint ventures needing authenticated proof of decisions.
• Opening foreign bank accounts or subsidiaries where verified resolutions are required.
• Overseas property purchases or investments requiring evidence of corporate authority.
• Legal proceedings abroad where board minutes serve as proof of governance.

The Apostille Process for International Use

For use in countries that are members of the Hague Apostille Convention, board minutes must be notarised and then apostilled. This ensures recognition without further authentication in the destination country.

If the destination country isn’t a signatory, further legalisation through that country’s embassy or consulate is required after the apostille.

How the Authentication Process Works

The process begins with preparing and signing the board minutes, which must be approved by all directors. A notary public then verifies the signature and capacity of the chairperson and applies an official notarisation certificate. If needed, an apostille is added to ensure the document’s international validity.

This layered verification gives confidence in the legitimacy of corporate decisions, particularly in high-stakes international transactions.

Conclusion

Effective meeting minutes serve as legal documents so all UK companies must properly record them. Minutes help prove corporate decisions were properly made and thus provide legal protection. Remember that all minutes must be kept for a minimum period of 10 years from the date of each board of directors meeting.

Do you need assistance in notarising minutes or resolutions in writing of a UK board of directors’ meeting? Please contact Notary.co.uk on 020 7630 1777 or email us at info@notary.co.uk. We would be pleased to assist.