Board Resolution / Board Meeting / Committee Minutes
Most companies document regular meetings among directors, members, or committees in the form of minutes. Minutes are the formal record of everything that was discussed and decided at meetings. They are prepared and documented in the company's files, for the benefit of those who are not at the meeting, and other stakeholders such as shareholders who may have interests in the matter.
Minutes are usually prepared by the Company Secretary/ Board Secretary and usually follow a set format as it is a formal document. The following items are usually included in the minutes:
1. name of the board, department, or committee within the organisation;
2. date, time, and venue(can also be by telephone/video conference) of the meeting;
3. if it is a regular meeting, approve the minutes from the last meeting;
4. name of the chairperson presiding over the meeting;
5. record of attendance and whether there is a sufficient quorum for the meeting;
6. documents (such as accounts or reports) presented at the meeting;
7. motions and resolutions made at the meeting (including details of any votes);
8. date, time, and venue of the next meeting;
9. the time of adjournment.
Board resolutions are formal, major decisions made by the Board of Directors. Board resolutions form part of the Board minutes which record the proceedings at Board meetings. Board resolutions and minutes also serve as evidence that (i) certain matters have been taken into account in making the decisions; (ii) directors have declared any conflict of interests and have abstained in the decision-making, and (iii) compliance with regulations and law. Board resolutions are treated as decisions of the Company that are legally binding. Board minutes are useful proof to be used as a legal record to show that board decisions are properly considered and made in the company's best interests to protect the directors from liability if their decisions or actions come into question by the shareholders.
Generally, companies are not required to submit board resolutions to the Companies House, Companies Registry, or any government agency or regulatory authority as a legal document, unless being subpoenaed or there is a legal requirement to do so. Certain service providers such as financial institutions may require companies to produce board resolutions on the approval of the opening of accounts. It is not necessary to produce the full board minutes in this case, but extracts of the relevant board resolutions from the board minutes certified by the chairman are generally sufficient. Board resolutions and minutes should be kept with the official books and records of the Company by the Company Secretary.
Usually, the matters for discussion or the proposed board resolutions are set out in the notice to directors prior to the board meeting as agenda. Provided that there is a sufficient quorum for the board meeting, the board of directors will discuss, amend and vote on such an agenda. If the agenda is approved by a majority of directors, it becomes an ordinary resolution. Certain important matters may require more than a simple majority for approval, these are known as special or extraordinary resolutions. Please see below.
Special Resolutions |
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(a) Company Law |
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| 1 | Change of registered office | |
| 2 | to alter the objects in the Memorandum | |
| 3 | to alter the Articles | |
| 4 | to alter any provisions in the Memorandum which could lawfully have been in the Articles | |
| 5 | to change a company's name | |
| 6 | to re-register a private company as a public | |
| 7 | to re-register an unlimited company as limited | |
| 8 | to re-register a public company as private | |
| 9 | to disapply the pre-emption rights in respect of allotment of equity securities | |
| 10 | to determine that uncalled capital shall be called only in a winding-up | |
| 11 | to reduce the company's capital (subject to confirmation by the court) | |
| 12 | to approve the giving of financial assistance by a private company in certain circumstances in connection with the acquisition of shares in itself or its holding company | |
| 13 | to authorise an off-market purchase of its own shares | |
| 14 | to authorise a contingent purchase contract for its own shares | |
| 15 | to authorise an agreement for the release of a company's right to purchase its own shares | |
| 16 | to approve the redemption or purchase of own shares out of capital | |
| 17 | in the case of a dormant company, to resolve not to appoint auditors | |
| 18 | to alter the memorandum to give directors unlimited liability | |
| 19 | to approve the assignment of office by directors | |
| 20 | to substitute articles/memorandum for deed of settlement in the case of companies not formed in Common Law jurisdictions but authorised to register | |
(b) Insolvency Law: |
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| 1 | to resolve that the company be wound up by the court | |
| 2 | in a voluntary winding, to sanction the acceptance of shares as consideration for the sale of property | |
Extraordinary Resolutions |
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(c) Company Law |
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| 1 | variation of the rights of a class of shares also requires the passing of an extraordinary resolution at a separate meeting of shareholders of that class, unless the Articles provide otherwise | |
(d) Insolvency Law: |
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| 1 | to resolve that a company cannot by reason of its liabilities continue its business and that it is advisable to wind up | |
| 2 | to sanction, in a member's voluntary winding up, the exercise of certain powers by the liquidator | |
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3 |
Special Resolutions |
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|
(a) Company Law |
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|
1 |
Change of registered office |
|
|
2 |
to alter the objects in the Memorandum |
|
|
3 |
to alter the Articles |
|
|
4 |
to alter any provisions in the Memorandum which could lawfully have been in the Articles |
|
|
5 |
to change a company's name |
|
|
6 |
to re-register a private company as a public |
|
|
7 |
to re-register an unlimited company as limited |
|
|
8 |
to re-register a public company as private |
|
|
9 |
to disapply the pre-emption rights in respect of allotment of equity securities |
|
|
10 |
to determine that uncalled capital shall be called only in a winding-up |
|
|
11 |
to reduce the company's capital (subject to confirmation by the court) |
|
|
12 |
to approve the giving of financial assistance by a private company in certain circumstances in connection with the acquisition of shares in itself or its holding company |
|
|
13 |
to authorise an off-market purchase of its own shares |
|
|
14 |
to authorise a contingent purchase contract for its own shares |
|
|
15 |
to authorise an agreement for the release of a company's right to purchase its own shares |
|
|
16 |
to approve the redemption or purchase of own shares out of capital |
|
|
17 |
in the case of a dormant company, to resolve not to appoint auditors |
|
|
18 |
to alter the memorandum to give directors unlimited liability |
|
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19 |
to approve the assignment of office by directors |
|
|
20 |
to substitute articles/memorandum for deed of settlement in the case of companies not formed in Common Law jurisdictions but authorised to register |
|
|
(b) Insolvency Law: |
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|
1 |
to resolve that the company be wound up by the court |
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2 |
in a voluntary winding, to sanction the acceptance of shares as consideration for the sale of property |
|
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Extraordinary Resolutions |
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(c) Company Law |
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1 |
variation of the rights of a class of shares also requires the passing of an extraordinary resolution at a separate meeting of shareholders of that class, unless the Articles provide otherwise |
|
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(d) Insolvency Law: |
||
|
1 |
to resolve that a company cannot by reason of its liabilities continue its business and that it is advisable to wind up |
|
|
2 |
to sanction, in a member's voluntary winding up, the exercise of certain powers by the liquidator |
|
|
3 |
to sanction a voluntary arrangement |
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