If your business is incorporated, you need to hold general meetings. These are meetings attended by company shareholders, where you can pass majority or unanimous decisions. These decisions are known as resolutions.
When you hold a general meeting, you need to take minutes. These records need to follow a specific format.
What are AGM meeting minutes?
Meeting minutes help you track what happened at your annual general meeting (AGM) and who attended.
Minutes are crucial for keeping a record of any decisions made, next steps, and who’s responsible for them. By law, you must keep minutes of general meetings for at least 10 years.
You can use a meeting minutes template as a base for capturing your notes. The document doesn’t need to be complicated, but it must follow a set formula.
When might you call an annual general meeting?
Many private limited companies hold an annual general meeting, but in most cases there’s no legal requirement to do so. The Companies Act 2006 removed this rule for private companies. But you must still hold one if your articles of association say you have to.
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 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.
What is an EGM?
Under the Companies Act 2006, the term ‘extraordinary general meeting’ (EGM) is technically obsolete. Any meeting that isn’tan AGM is now officially just called a general meeting.
However, many businesses still use the term EGM out of habit and company directors can call one whenever they wish. They can also be forced to call one if shareholders holding at least five per cent of the voting shares request it.
What are meeting minutes?
Meeting minutes are an official record of a general meeting. The company secretary or another designated person usually takes them.
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 make sure that no agenda points are missed. They are a useful resource for people to follow up on.
How to take meeting minutes
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 you need to record the details of any resolutions, objections, and results of any votes.
For example, during a general meeting a company secretary will use the minutes to record things like:
- the appointment or removal of a director
- alterations to the articles of association
- changes to the shareholders’ agreement
- changes to the company’s share structure
- changes to the company structure
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.
Why do I need to take minutes of a general meeting?
A template helps you 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. With the introduction of the Economic Crime and Corporate Transparency Act 2023, the government is placing a stronger focus on keeping accurate company records. This means it’s more important than ever to make sure your paperwork is correct.
For example, you need a written record of attendance at the meeting, and of the motions passed. Remember that in most cases you can pass motions without holding a meeting, as motions can also be passed in writing.
What does a minutes of general meeting template include?
Board meeting minutes templates are usually split into six sections:
1. The required quorum
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. Under the Companies Act, the default quorum is two qualifying people, unless you’re a single-member company. This number may vary depending on the number of shares issued, your articles of association, and other factors.
2. Has the meeting been called at short notice?
Section two applies if the meeting has been called at short notice. It acknowledges that the relevant number of shareholders gave consent for this.
3. The convening of the general meeting
The third section covers the reading of and agreement on the convening of the general meeting.
4. The first motion
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.
5. Any other motions
Section five covers any other motions to be passed at the meeting. This usually duplicates the wording of section four.
6. Closing the meeting
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.
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