Board minutes, resolutions and company books
What are board minutes?
Board minutes are used to formally document meetings of the Board of Directors, and can be to show that company directors are considering their obligations under the Companies Act 2006.
These obligations include using skills, experience and judgement to try to make a success of the company, following the rules in the company’s articles of association and making decisions that are in the interests of the business rather than the directors themselves.
Board minutes should be kept for at least 10 years and should show the time, date and place of the meeting, the directors present and the name of the Chairman of the meeting. They should also describe in reasonable detail, the agenda of the meeting, each matter that was considered and the decision in each case.
What are board resolutions?
Board resolutions are legally binding decisions that are made by the directors of a company, normally at a board meeting or otherwise by a written resolution.
Board resolutions are used to document and record the most important decisions in a company’s lifetime, and need to be voted on by the directors. These include the decision to issue dividends, appointing or changing an accountant, approving a set of accounts or leasing a commercial premises. Depending on the articles of association, they normally need a simple majority to be passed, although certain decisions require a unanimous decision.
What are company books?
Company books contain the key information about the ownership, governance and administration of a company. They also include a register of directors and company members, as well as a list of people with significant control.
Companies also tend to keep other constitutional documents within their company books including a register of transfers, share certificates, mortgages and charges. And it is a good idea to keep the board minutes and resolutions in the same place.
Some of these documents needed to be submitted to Companies House, but the full set of documents is invariably requested during the due diligence process when you come to sell your company.
Contact us to discuss how we can help
So if your record keeping hasn’t quite been up to scratch, or you need to get your paperwork in order before you consider selling your company, drop us a line and we’d be happy to help.