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Last revision: 01/07/2024
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Fill out the templateA minutes of Directors Board Meeting is a written record of the discussions and decisions agreed during a meeting of the company's board of directors. For instance, if a board meeting is called to discuss the appointment of a new director and the purchase of new equipment, the minutes of the meeting would record the decision taken on the directors's appointment, what was decided about the new equipment purchase and how each director voted on these issues.
As the names imply, the minutes of directors' board meeting are taken during the meeting of the company's board of directors. This means that shareholders of the company are not in attendance at the meeting, except that shareholder is also a director of the company.
Similarly, the minutes of the shareholders' general meeting are taken during the meeting of the shareholders. This also means that directors do not attend and cannot vote at the meeting except where that director is also a shareholder of the company.
Yes, it is mandatory to have minutes of directors meetings, as the minutes act as a record of the decisions taken by the company's board of directors. The minutes of the directors meeting also make it possible for the shareholders to be aware of the decisions the directors are making, as well as ensuring the directors' compliance with legal requirements.
Quorum refers to the minimum number of directors who have to be present in order for the board meeting and the decisions taken therein to be valid.
Resolutions refer to formal decisions or actions made by the directors at the board meeting.
Before taking the minutes of a directors' meeting, the meeting should first have been called by giving adequate notice to all the directors. The meeting must also be validly convened, and a quorum must have been formed.
The minutes of directors meetings for a private company should only be used by a private limited liability company (LTD). This means it cannot be used by a public company, a general partnership, or a limited liability partnership (LLP).
Once the minutes of the directors' meeting are complete, they should be printed or saved electronically. It should also be signed by the chairperson of the meeting to prove its authenticity. The signed copy should also be kept on file at the company's registered address, and copies of the resolutions passed should be filed in the company's minutes book. This can be done by the company secretary or any other administrative personnel.
No, it is not necessary to register the minutes of the directors' meeting. It only needs to be kept on file at the company's office where it is accessible for inspection.
No, it is not necessary to have witnesses for the minutes of the directors' meeting.
The minutes of the directors meeting should contain:
Companies (Model Articles) Regulations 2008.
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