05/01/2023

A Comprehensive Guide to (Digital) Board Minutes (Incl. Templates & Tips)

As well as there being a legal requirement under UK company law for board meeting minutes to be taken and kept regarding certain decisions made by a company's board, it also adds credibility and authority to your business if high-quality minutes are in place.

Whilst countless decisions are made in businesses every day, some decisions need to be made by the board of directors, either because they fall under the remit of company law or because they are sufficiently important. 

Where board decisions are made, it is critical to record those decisions - some of the top reasons why this is so important are:

  1. Compliance: It is a legal requirement of company law in the UK that board meeting minutes are taken to document important board decisions. Where a company's directors hold a meeting to approve any matters, company law requires minutes of such meetings to be taken and kept for 10 years from the date of the meeting. 

  2. Credibility: It is worthwhile to prepare high-quality minutes to record board decisions, that are thorough and take into account all relevant aspects of the decision. Well-drafted minutes give a professional impression of the company’s management during investment negotiations, or potential sales. 

  3. Comfort: Appropriate board meeting minutes will also demonstrate beyond any doubt what was decided in the meetings and how the board decision was made, bringing peace of mind to the company’s management in the event that any board decisions were to be questioned or disputed in the future.

What should your board meeting minutes include?

  1. Specific details of the matter: When documenting a transaction (e.g. transfer of shares) or routine decision (e.g. opening a bank account or approving annual accounts), the minutes must record specific details of the arrangement. For example, the board meeting minutes need to document whether any directors have a conflict of interest and the matters that the board considered in reviewing relevant documents. 

  2. Consideration of the risks: The board will need to take extra care to demonstrate that they have considered the risks of entering into a transaction or other arrangement. In particular, directors have duties under company law to consider a variety of factors such as the likely consequences of any decision in the long term, the interests of the company’s employees, the need to foster business relationships with suppliers, customers and others, and the impact of the company’s actions on the wider community and environment.

  3. The outcome: The board meeting minutes also need to state the decisions (known as ‘resolutions’) made by the board when considering whether to approve a particular transaction or arrangement. 

Board meeting minutes: what not to record?

It's vital that directors understand that putting matters into board meeting minutes, does not equate to recording full conversations. Board meeting minutes should not be treated in the same fashion as minutes of other meeting types (where minutes may be taken verbatim), but rather to reflect the details of a matter, the consideration of the risks of that matter and then the outcome decided. The minutes should represent accurate and general documentation regarding the board's decisions, where it is a requirement of company law for those decisions to be made by the board.

Record board decisions with ready-made content in our board minutes that comply with company law

Suitable for all decisions: You can use Docue’s template to easily record board decisions relating to routine matters, transactions or other arrangements involving the company. Choose from a list of common matters with model clauses, or add your own bespoke matter.

Easily customisable: You can easily edit all clauses or add your own clauses according to your preferences, so that the board meeting minutes are tailored to the decisions you are making. 

Why go paperless with board meeting minutes: There are a number of advantages to producing digital board minutes using Docue's template, including:

  • Time-saving - it is quick and easy to produce your board meeting minutes using Docue.

  • Better internal document management  - boost your efficiency and governance procedures.  

  • Simplified process - you can easily use our template, to record your board decisions using our automated tool. 

  • Enhanced security - documents won't get lost or misplaced, particularly when personnel changes are made.

  • Better meeting organisation - ensure that taking board meeting minutes is not missed (which would be a breach of company law).

  • Easy to track - your board meeting minutes will be archived in the Docue service.

  • Environmental impact - avoid printing and paper records.

Keep your minutes secure: Board meeting minutes are a confidential document and should be treated so by the board. Docue's secure archive feature allows you to store your board meeting minutes securely.

How do I use Docue to draft board meeting minutes?

Dynamic template: In the template, our precisely developed standard clauses adapt to your situation according to the choices you make. This template is not a traditional single template or form of template, but a modern technology that allows you to create board meeting minutes for a wide range of matters that are tailored for you, ready for signing in no time. 

This is how it works: 

  1. Pick the matter the board is deciding on from the document template’s list (e.g. issue of new shares).

  2. The system will ask you further questions step by step and automatically format the document text accordingly.

  3. At different sections, the system will advise you on what you need to take into account in your entries based on the relevant legislation and other factors.

  4. Once your document is complete and ready to be signed, the chair can sign it electronically using their smartphone or computer.

  5. Your document is automatically archived on your company’s account, which you can later easily access from your computer or phone.

How can I be sure that the board meeting minutes are of high quality?

Lawyer-made content: This template is drafted and maintained by expert company law lawyers. Our modern technology combined with our lawyer-made content allows you to create lawyer-grade legal documents with just a few clicks. 

We support you through the drafting: The template includes guidance prepared by our lawyers that supports you through the drafting process. With our “Ask a lawyer” feature you’ll get instant support if needed.

Use our board meeting minutes template

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Tags: board meeting minutes, board decisions, board resolutions, transactional matters, routine matters, company law, director’s decisions.

Docue Legal Team

05/01/2023