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If your business is incorporated, you need to have general meetings. These are meetings attended by company shareholders, during which majority or unanimous decisions (known as resolutions) can be passed.
When you have a general meeting, you need to take minutes, and these need to be in a specific format.
Meeting minutes help you to keep track of what happened at your annual general meeting (AGM) and who was there.
Minutes are crucial for keeping a record of any decisions that were made, next steps and actions, plus who's responsible for them.
You can use a meeting minutes template as a base for capturing your minutes. The document needn’t be complicated, but it does need to follow a set formula.
Many private limited companies hold an annual general meeting, but in most cases there’s no legal requirement for them to do so.
An AGM will usually include a summary of the organisation’s recent activity, a range of resolutions, and updates on the appointment of new directors.
AGMs are often used as an opportunity to discuss company accounts, but it’s perfectly legal to simply distribute the accounts to shareholders without holding the meeting, unless your articles of association say something different.
When you form a limited company, you’ll need to submit a memorandum of association (a legal document agreeing the formation of the company), and articles of association (the rules that explain how the company will be run).
Any other general meeting is known as an extraordinary general meeting (EGM).
The directors of the company can call an EGM whenever they wish, but they can also be forced to call one if five per cent of shareholders request it.
Meeting minutes are an official record of a general meeting, usually taken by the company secretary.
Taking minutes means that people who were unable to attend the meeting can catch up with all the key discussion points.
Minutes can also help to make sure that no agenda points are missed and are a useful resource for people to follow up on.
When taking minutes for a general meeting, you don’t need to make a note of everything that’s said. Instead, you’ll just need to record the key events of the meeting. This means the details of any resolutions, objections, and results of any votes will need to be recorded.
For example, during a general meeting a company secretary will use the minutes to record things like:
When writing meeting minutes, you’ll also need to record basic information such as the chairman of the meeting, as well as its time, date, and location.
A minutes of meeting template can help you to make sure that you record the proceedings of your general meetings correctly.
The exact procedure for your meetings will be contained in your company articles, but you also need to follow rules set out in the Companies Act.
For example, you’ll need a written record of attendance of the meeting, and of the motions passed. Remember, though, that in most cases you can pass motions without holding a meeting: motions can also be passed in writing.
Board meeting minutes templates are usually split into six sections:
The first section establishes that the required quorum is present at the meeting.
A quorum is the minimum number of people needed for the meeting to take place. The number of people required for a quorum is set out in the Companies Act, and may vary depending on the number of shares issued and a number of other factors (including your articles of association).
Section two applies if the meeting has been called at short notice, and acknowledges that consent has been given for this by the relevant number of shareholders.
The third section covers the reading of and agreement on the convening of the general meeting.
Section four sets out voting on the first motion presented to the meeting. A motion is a matter or issue of concern that can be brought forward at an AGM.
Section five covers any other motions to be passed at the meeting, duplicating the wording of section four.
The sixth and final section closes the meeting. The meeting minutes format you choose to use may vary from what’s written in the template. If you want to make changes it’s best to get legal advice.
Do you have any unanswered questions on taking annual general meeting minutes? Let us know in the comments below.
Zach Hayward-Jones is a Copywriter at Simply Business, with six years of writing experience across entertainment, insurance, and financial services. Zach specialises in covering small business and landlord insurance. He has a particular interest in issues impacting the hospitality industry after spending a number of years working as a pastry chef.
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