Board minutes are a statutory record and they are kept for ten years
This is not a best practice suggestion. Companies Act 2006, section 248 imposes two duties:
- Every company must cause minutes of all proceedings at meetings of its directors to be recorded.
- Those minutes must be kept for at least ten years from the date of the meeting.
Failing to do it is an offence committed by every officer in default, carrying a fine and a further daily fine for as long as it continues. There is no small company exemption, and a two-director company that has never minuted anything has been in breach for as long as it has existed.
Ten, not six
Six years is the number everybody knows, and it is HMRC's requirement for company records generally. Directors' minutes are a separate duty with a longer clock.
So a business working to a single tidy retention policy of six years for everything is destroying the one record with a ten year requirement on it. If you have a shredding rule, this is the exception to write into it.
"We do not really have board meetings"
Most small companies say this, and most of them are wrong about what it means.
The section covers all proceedings at meetings of its directors. It does not require a boardroom, an agenda, or anybody standing on ceremony. It does not carve out the ones held in a van, on the phone, or over a kitchen table on a Sunday.
If you and your co-director agreed to buy a machine, take on a lease, or take a dividend, that was a board decision. It is minutable, and the minute is half a page. Half a page is infinitely more than nothing, which is what most companies have.
Minutes record decisions, not conversation
The commonest failure is writing down what was said. It takes longer, nobody reads it, and it does not answer the question people actually bring to minutes six months later: what were we supposed to do?
Record the decision. Where there was no decision, record that: "deferred to the next meeting" is a decision, and writing it stops the item being reopened from scratch every month, which is its own quiet cost.
An action without an owner and a date is a wish
"We should chase that up" appears in every set of minutes ever written, and nothing has ever happened as a result of it.
A named person and a date is the whole difference between minutes that change something and minutes that get filed. This page pulls every action into its own list and flags the ones missing either half, because a list of six actions where two have nobody attached is really a list of four.
The agenda half
Two things make a meeting shorter, and neither is discipline in the room.
Timings against each item. Put them on and a meeting tends to keep to them. Leave them off and the first item takes half the meeting, which is a rule with almost no exceptions. If the total comes to more than the meeting you booked, the agenda is already wrong and cutting something now is far cheaper than running over.
Sending it beforehand. An agenda handed round in the room is a table of contents. Sent the day before, it is the thing that makes people turn up having already thought about the difficult item, and that is the only mechanism that reliably shortens a meeting.
Write them the same day
Minutes written a week later are a reconstruction. The details that matter most, who agreed to what and by when, are exactly the ones that fade first.
They are also much easier to challenge, which is the moment a statutory record stops being any use to the person relying on it.
Common questions
Does a small company have to keep board minutes?
Yes, and almost none of them do. Companies Act 2006 section 248: every company must cause minutes of all proceedings at meetings of its directors to be recorded, and the records must be kept for at least ten years from the date of the meeting. Failing to do it is an offence committed by every officer in default, carrying a fine and a further daily fine while it continues. There is no exemption for small companies.
Ten years? I thought company records were six.
Six years is HMRC's requirement for company records generally, and it is the number everybody has heard of. Directors' meeting minutes are a different duty with a longer period: ten years from the date of the meeting, under section 248. If you are working to one retention policy for everything, the minutes are the thing it gets wrong.
We are two directors who talk in the van. Does that count?
If you made a decision as directors, yes. The section covers all proceedings at meetings of its directors and does not carve out the ones held in a van, on the phone or over a kitchen table. If you and your co-director agreed to buy a machine, that was a board decision and it is minutable. Half a page is enough, and half a page is infinitely more than nothing.
What should minutes actually contain?
What was decided, not what was said. A transcript is longer to write, nobody reads it, and it does not answer the only question anybody asks minutes later, which is what were we supposed to do. Record the decision, and where nothing was decided, record that too: "deferred to the next meeting" is a decision and it stops the item being reopened from scratch next time.
Why does every action need a name and a date?
Because an action without them is a wish. "We should chase that" appears in every set of minutes ever written and nothing has ever happened as a result. A named person and a date is the entire difference between minutes that change something and minutes that get filed. This page flags actions missing either half rather than letting them through.
Should I put timings on an agenda?
It is the cheapest way to keep a meeting inside its hour. Put minutes against each item and a meeting tends to keep to them; leave them off and the first item takes half the time. If the total is longer than the meeting you booked, the agenda is already wrong, and cutting an item now is much cheaper than running over.
When should minutes be written?
The same day. Minutes written a week later are a reconstruction, and the details that matter most, who agreed to what and by when, are the ones that fade first. They are also much easier to challenge, which is the point at which a statutory record stops being any use to you.