Board Minutes: Why Are They Important?

Board minutes are a legal requirement in the UK, as set out under the Companies Act 2006. If your company holds a board meeting, then someone must take minutes.

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By Isabella Mayer - 29th June 2022

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Board minutes are important because they provide a legal record of what was said, and what decisions were made, during a board meeting. They must be kept for at least 10 years according to law in England and Wales.

What are board minutes?

Board minutes are a written record of everything that was done during a company board meeting. They should include things such as:

  • The date, location and time of the meeting
  • A list of those present and absent
  • The matters discussed at the meeting
  • The actions taken at the meeting
  • The decisions made at the meeting
  • Any concerns raised at the meeting

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Are board minutes a legal requirement?

Board minutes are a legal requirement in the UK, as set out under the Companies Act 2006. If your company holds a board meeting, then someone must take minutes. There are no hard and fast rules on who this person should be – it could be a board member or a secretary.

However, the minutes must be impartial and accurate. They must not contain bias opinions; rather, they should be an objective record of the meeting. The board minutes should include any decisions made and all key points of discussion.

Once the minutes are approved, they become a legal record of the meeting. Although there may have been differences of opinion between board members during the meeting itself, the decisions that are approved and recorded are final.

In accordance with the Companies Act 2006, board minutes must be kept for at least 10 years.

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Why are board minutes important?

It is important to record accurate board minutes to prove that the directors are fulfilling their duties, as outlined in the Companies Act 2006. In particular, board minutes prove that the board members:

  • Followed the correct procedures
  • Complied with state laws
  • Obeyed the company’s policies

It is essential to have a record of this, as it can be referred to, both as an internal and external point of reference. For instance, if a dispute arises or insolvency proceedings begin, the minutes provide an official legal record of the directors’ actions and decisions taken place within a board meeting. This can have a major bearing on the outcome.

So while taking minutes may seem like a chore at the time, they could actually act as a crucial piece of evidence in the future. Moreover, taking board minutes is a legal requirement. Any failure to maintain adequate board minutes could have serious consequences.

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