Minutes of a board meeting
Minutes are the company’s record of what the board or the members decided. Company Suggestion drafts them so they can be entered within 30 days, as section 118 requires.
What must board minutes contain?
The minutes record five facts.
- The date, time and place of the meeting.
- The names of the directors present and of those who left before the end.
- The names of invitees, such as the auditor or a consultant.
- A summary of each item and the resolution that was passed.
- Dissent, when a director asks for it to be recorded.
Which meetings need minutes?
Section 118 covers three records.
- Every board meeting, including a meeting of a committee of the board.
- Every general meeting of the members.
- Every resolution passed by circulation.
A one person company with a single director records decisions in writing under section 122. Other companies use this minute book for the meetings in the annual compliance calendar.
Which papers support the minutes?
The draft starts from three papers.
- The notice and the agenda
- The attendance sheet
- The draft resolutions and any papers that were placed before the board
How are the minutes prepared?
Company Suggestion prepares the minutes in four steps.
- The notice, agenda and attendance are collected after the meeting.
- The minutes are drafted with each resolution in the order it was taken.
- They are entered in the minute book within 30 days.
- The chairperson of that meeting, or of the next meeting, signs them.
Frequently asked questions
4 questions cover the rules that decide this registration.
Within how many days are minutes entered?
Within 30 days of the conclusion of the meeting. That period is in section 118 of the Companies Act, 2013.
Who signs the minutes?
The chairperson of that meeting, or the chairperson of the next meeting.
Do resolutions by circulation need a record?
Yes. Section 118 also covers resolutions passed by circulation. They are recorded in the minute book.
Where are the minutes kept?
In the minute book kept at the registered office. The pages are bound or locked so that pages cannot be removed.