Board minutes template

What's in the template

How to write board minutes

1. Build the shell from the agenda. Number the items to match the board pack, list every director and look up the quorum in your articles.
2. Open with the formalities, in order: present and in attendance, apologies, confirmation that the meeting is quorate, then declarations of interest. They show the meeting could validly make the decisions that follow.
3. For each item, record the papers considered, the points that shaped the decision and the outcome, not the back-and-forth. "The board noted that breaking the lease early would cost six months' rent" is useful; who said it usually isn't.
4. Write each decision as a resolution ("It was resolved that...") with the amount, the other party, the dates and who may sign.
5. Note anyone who leaves for an item, doesn't vote or asks for their disagreement to be recorded, and check the quorum again.
6. Finish with actions, filings, the next meeting and the closing time. Some decisions, such as appointing a director, issuing shares or changing the articles, have to be reported to Companies House.
7. Circulate a draft within a few days, then have the chair sign the approved version, usually at the next meeting, and file it in the minute book with its papers.

Board minutes or meeting minutes?

A company keeps up to three kinds of minutes, and the law requires two of them.

For the third kind, use the lighter meeting minutes template.

What the law says (UK)

• Keeping minutes: every company must record minutes of all proceedings at its directors' meetings and keep them for at least ten years from the meeting date. Failing to is an offence by every officer in default (Companies Act 2006, section 248).
• Signed minutes as evidence: minutes that appear to be authenticated by the chair of the meeting, or of the next one, are evidence of its proceedings. Until the contrary is proved, the meeting counts as properly called and held (section 249).
• Interests: a director with a direct or indirect interest in a proposed transaction or arrangement with the company must declare its nature and extent before the company enters into it (section 177), and an interest in an existing one as soon as reasonably practicable (section 182).
• Quorum and conflicts under the model articles: the quorum is never less than two, and is two unless the directors fix it higher (article 11). A director interested in the transaction being decided is normally not counted in the quorum or the vote (article 14), and the chair has a casting vote on a tie unless the chair is the one excluded (article 13).
• Attending remotely: it doesn't matter where directors are or how they communicate, as long as each can share information and opinions with the others (article 10).

Your own articles may change these rules, so check them. US corporations follow the law of their state of incorporation and their bylaws. This page is a guide to writing good minutes, not legal advice.

Example: a fictional logistics company's board meeting

An extract from the minutes of a fictional 120-person logistics company with four directors, where one director is connected to the landlord of a warehouse the company wants to lease.

Common mistakes

• No record of the quorum, or a conflicted director counted towards it, which leaves the decision open to challenge.
• "Discussed" with no outcome. Minute the resolution, or say what happens next and when.
• A transcript of the debate, including remarks about individuals the company wouldn't want read back to it later.
• Resolutions without the detail: no amount, no other party, nobody authorised to sign.
• Minutes never signed, or a trail of drafts in email and no final version in the minute book.
• Decisions taken between meetings left unrecorded. Write each one up, or add it to a decision log, and note it at the next meeting.