Board minutes: why you need them and how to write them

Well-kept and clear board minutes are more than just a nice-to-have. They’re a legal requirement and essential for making sure you’re logging the important decisions your board of directors takes as your business grows.

The good news is that taking board meeting minutes doesn’t have to take up a lot of time and energy. There are digital tools to help you write minutes for your board meetings and effortlessly stay on track.

In this post, we explain what your legal obligations are for keeping board minutes and how to do it simply and painlessly.

In this post

• Watch video: Anthony Rose’s guide to startup boards
• Why do you need to take board meeting minutes?
• Are board meeting minutes confidential in the UK?
• Who takes minutes at a board meeting?
• What needs to be in the minutes?
• How do you make the board minutes official?
• How to take board minutes on SeedLegals
• Example of board meeting minutes
• Send, sign and store all board documents in one place

Watch video: Anthony Rose’s guide to startup boards

Get insider insights from a board member and founder – SeedLegals co-founder and CEO, Anthony Rose, shares his thoughts on how to run a board and board meetings 👇

Why do you need to take board meeting minutes?

The minutes serve as a legal record that the board meeting happened, what was discussed and what decisions (‘resolutions’ in board-speak) were made.

Under the Companies Act 2006, every company must:

• keep a record of proceedings at board meetings
• keep those records for at least ten years

If board minutes aren’t taken and kept properly, every company officer found to be in default commits an offence that is punishable by a fine.

Effective minutes can also protect board members. If legal action is taken against the company, the minutes can be used as evidence that the board has been carrying out their responsibilities and practising good corporate governance.

Are board meeting minutes confidential in the UK?

You discuss sensitive matters like financial performance in your board meetings, and of course you want to make sure that important company discussions are kept confidential.

Board meeting minutes aren’t public. The general public, employees and other people associated with your company (but not on the board) have no right to read your board minutes.

Only the directors of the company have a right to inspect board minutes.

Who takes minutes at a board meeting?

At an early-stage company, typically one of the directors acts as the chairperson of the board.

Technically the chair’s role is to moderate discussions and lead the board. However, at an early-stage company, they’re often also responsible for the more administrative board tasks, such as preparing the board agenda, board pack and minutes.

What needs to be in the minutes?

Effective board minutes are:

• objective
• clear
• accurate
• neatly summarise all matters discussed and decisions taken

Here’s the key information the board minutes need to cover:

• the date, time, and place (eg online or office address) of the meeting
• which directors were present
• which directors were absent (the convention here is that they’re listed as sending ‘apologies for their absence’)
• who’s chairing the meeting
• confirmation that the notice has been given and that the board meeting has a quorum: that enough voting board members are present to approve or not approve a motion. The number you need for a quorum comes from your company’s articles of association
• the purpose of the meeting
• declaration of directors’ interests, if relevant to a proposed or existing transaction
• any motions and votes that take place during the meeting
• administrative requirements that need to be carried out to implement or reflect the decision, for example filings with Companies House

How do you make the board minutes official?

The minutes become the official record of what happened at the board meeting after the chair approves them.

Before the chair approves them, however, directors need to agree that they accurately reflect what was agreed at the board meeting.

That’s why the draft minutes of the previous meeting typically go into the board pack that’s sent out to the board before the next meeting. Then the final version of the minutes are approved as the first matter of business at the following board meeting.

How to take board minutes on SeedLegals

When you use SeedLegals to manage your board, you get access to our templated board meeting minutes to streamline your note-taking. Share and store your minutes on SeedLegals to stay effortlessly organised.

Here’s how it works:

• Choose ‘Hold a board meeting’
  • Add date, time and location (online is fine)
• Set the agenda
  • Send it out before the meeting
• Hit ‘Hold the board meeting’ to start taking minutes
  • Select the director acting as the chairperson
  • Select the names of any directors who are absent (they’ll be listed as sending their apologies)
  • Add notes of anything discussed that’s not on the agenda
  • Go through all the agenda items
    • Click to record the outcome of the discussion – approved, not approved, not discussed or approval not needed
    • Note the documents relevant to that agenda item and any other notes you need

Example of board meeting minutes

Here’s an example of  a few pages from board minutes taken using the SeedLegals template. All you need to do is answer a few questions to create the agenda, then follow the prompts to record the minutes.

Send, sign and store all board documents in one place

With SeedLegals, it’s easy to generate the board documents you need, in a consistent, clear and compliant format. We also make it one-click simple to securely share those documents with everyone who needs to see them.

Because it’s so integral to your business, the SeedLegals board software is included with all SeedLegals memberships.