What types of decisions can the board make?
Important business decisions: While 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. There are two main types of decisions that the board can make:
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Routine matters: First, the board can decide on general business matters and any actions agreed upon (e.g. appointing a managing director or opening a company bank account). This includes decisions (called 'resolutions') taken in relation to those matters.
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Transactional matters: Second, the board can decide on matters concerning entering into particular corporate transactions or arrangements. These include for example issuing shares, selling shares or selling the business' assets.
How should the decisions be documented?
Minutes must be taken: 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.
Be thorough to avoid risks: It is worthwhile to prepare high-quality minutes that are thorough and take into account all relevant aspects of the decision. There are several reasons for this. First, well-drafted minutes give a professional impression of the company’s management during investment negotiations. Second, appropriate minutes will also demonstrate beyond any doubt what was decided in the meetings and how the decision was made.
Find out more about board minutes here.
I am making a decision on a particular transaction. What should be included in the minutes?
Specific details of the matter: When documenting a transaction, the board minutes must record specific details of the arrangement. For example, the minutes need to document whether any directors have a conflict of interest and the matters that the board considered in reviewing the associated documents.
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.
The outcome: The board minutes also need to state the decisions (or ‘resolutions’) made by the board when considering whether to approve a particular transaction or arrangement.
Find out more about the key clauses to include in board minutes here.
Record board decisions with ready-made content that complies with company law using Docue's board minutes template
Suitable for all decisions: You can use Docue’s board minutes template to easily record board meetings relating to routine matters, transactions or other arrangements involving the company.
Up-to-date model clauses: Docue’s board minutes template contains model clauses for a range of situations, including for the following situations:
- Opening a bank account
- Approving annual accounts
- Appointing directors
- Appointing the first auditor
- Transfer of shares (approval of the registration of the share transfer and agreeing to issue a share certificate to the buyer)
- Issue of the new shares (approval of an issue of new shares and the main documents relating to such issue)
- Advance subscription of shares (approval of the terms on which the company is to receive advance subscriptions for shares in the company from one or more investors)
- Sale of shares and assets
- Purchase of shares and assets
Easily customisable: You can easily edit all clauses in our board minutes template or add your own clauses according to your preferences.
How do I use Docue to draft board minutes?
Dynamic template: In the board minutes template, our precisely developed standard clauses adapt to your situation according to the choices you make. This board minutes template is not a traditional single template or form template, but a modern technology that allows you to create board meeting minutes, ready for signing in no time.
This is how it works:
- Pick the matter the board is deciding on from the document template’s list (e.g. issue of new shares).
- The system will ask you further questions step by step and automatically format the document text accordingly.
- At different sections, the system will advise you on what you need to take into account in your entries based on the relevant legislation.
- Once your document is complete and ready to be signed, the chair can sign it electronically using their smartphone or computer.
- Your document is automatically archived on your company’s account, which you can later easily access from your computer or phone.
Find out some more tips for drafting board minutes here.
How can I be sure that the minutes are of high quality?
Lawyer-made content: This board minutes 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 board minutes template includes guidance prepared by our lawyers that supports you through the drafting process.
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