Every company must record minutes of all proceedings at its directors’ meetings and keep them for at least ten years from the date of the meeting, under section 248 of the Companies Act 2006. Minutes signed by the chairman of that meeting or of the next one are evidence of what happened, and until the contrary is proved the meeting is presumed to have been properly held and its decisions valid.

What does the law actually require?

Section 248 says 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. Failure is an offence by every officer in default, punishable on summary conviction by a fine up to level 3 on the standard scale and a daily default fine for continued contravention.

The articles usually add to this. Article 15 of the model articles for private companies requires the directors to ensure the company keeps a written record, for at least 10 years from the date of the decision, of every unanimous or majority decision taken by the directors. That catches decisions taken without a meeting, such as a written resolution signed by all eligible directors under article 8, which section 248 on its own does not mention. Older companies with Table A from 1985 have regulation 100, which requires minutes of appointments of officers by the directors and of proceedings at meetings, including the names of the directors present.

What should board minutes record?

The Act does not prescribe a format, but minutes need to show that the meeting was valid and what was decided. A practical checklist:

  • Heading: company name and number, date, start time, and where the meeting took place or how directors communicated, matching the notice requirements in article 9.
  • Attendance: directors present, apologies, and anyone attending who is not a director, such as the company secretary or an accountant.
  • Chair and quorum: who chaired and a statement that a quorum was present for each item. Under article 11 the default quorum is two.
  • Declarations of interest: any interest declared under section 177 or 182, and whether the director was counted for quorum and voting under article 14. A declaration made by written notice is treated by section 184(5) as part of the next meeting’s proceedings, with section 248 applying to it.
  • Papers considered: the documents the board relied on, such as management accounts or a valuation.
  • Decisions: the exact wording of each resolution, and who is to act on it.
  • Dissent: a director who votes against or abstains will usually want that recorded.

Minutes do not need to be a transcript. They should record enough of the reasoning to show the directors considered the right factors. Under section 172 a director must act in the way they consider, in good faith, most likely to promote the success of the company, having regard to factors including the long term consequences of a decision and the interests of employees, so a short note of the main considerations on significant decisions is useful evidence later.

Who signs the minutes?

Section 249 deals with evidence. Minutes recorded under section 248 that purport to be authenticated by the chairman of the meeting, or by the chairman of the next directors’ meeting, are evidence of the proceedings. Where minutes have been made, then until the contrary is proved the meeting is deemed duly held and convened, all proceedings deemed to have duly taken place and all appointments deemed valid.

So the law does not require every director to sign. The usual practice is for the draft to be circulated, approved at the next meeting and signed by the chair. If a director disputes the draft, the correction should be agreed and recorded at the next meeting rather than the earlier minutes being quietly rewritten.

Does a sole director need to write minutes?

Where a company has one director and the articles do not require more, article 7(2) of the model articles lets that director take decisions without following the articles’ rules on directors’ decision making. There is no meeting in the ordinary sense, but writing the decision down is still the safest course. GOV.UK guidance on paying dividends says the company must hold a directors’ meeting to declare the dividend and keep minutes of the meeting, even if you are the only director.

A specific rule applies when a company with one member contracts with that member who is also a director, outside the ordinary course of business. Unless the contract is in writing, section 231 requires its terms to be set out in a written memorandum or recorded in the minutes of the first directors’ meeting after it is made. Failure is an offence punishable by a fine up to level 5, although the contract remains valid.

How long must minutes be kept and in what form?

At least ten years from the date of the meeting (section 248) or decision (article 15). Section 1135 allows company records to be kept in hard copy or electronic form, provided the information is adequately recorded for future reference and electronic records can be reproduced in hard copy. Where records are not kept in bound books, section 1138 requires adequate precautions to guard against falsification and to help discover it, so a shared drive folder that anyone can edit is weak. Locked PDFs and controlled access are better.

Board minutes are internal. Section 358 gives members a right to inspect records of members’ resolutions and general meetings, but section 248 contains no equivalent right for board minutes. Retention of other company records is covered in how long to keep company records.

How do board minutes differ from members’ records?

Decisions of the shareholders are recorded separately. Section 355 requires copies of members’ resolutions passed otherwise than at general meetings, minutes of general meetings and details of decisions by a sole member to be kept for at least ten years. Under section 356, general meeting minutes are evidence if signed by the chairman of that meeting or of the next general meeting, and the record of a written resolution is evidence of its passing if signed by a director or the company secretary. Keeping the two sets of records apart avoids confusing a board decision with a members’ resolution. See ordinary and special resolutions.

What does a good minute look like?

Illustration only. A minute of an interim dividend decision by a two director company with model articles might read:

Present
Sarah Khan (chair) and David Ellis. A quorum was present throughout.
Declarations
No director declared an interest in any item.
Interim dividend
The directors considered management accounts to 30 September 2026 showing distributable reserves of £48,000 and a cash forecast for the next six months. Having regard to the company’s working capital needs, it was resolved to pay an interim dividend of £20 per ordinary share, £20,000 in total, on 30 October 2026 to shareholders on the register at the date of this meeting. Dividend vouchers to be issued by David Ellis.

Article 30 of the model articles lets the directors decide to pay interim dividends, and section 830 allows distributions only out of profits available for the purpose. Section 836 says the question is decided by reference to the relevant accounts, which may be interim accounts where the last annual accounts would not justify it. That is why the minute names the accounts relied on. See how to pay dividends legally.

What mistakes come up most often?

  • No minutes at all for decisions taken informally or by email.
  • Minutes that record the outcome but not the declarations of interest or the quorum.
  • Template minutes reused without checking the names, dates and figures.
  • Rewriting signed minutes later instead of recording a correction.
  • Destroying minutes before ten years have passed, or keeping them only in an editable file.
  • Recording a members’ decision, such as amending the articles, as if it were a board decision. How boards should run their meetings is covered in board meetings: procedure and quorum.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.