Board Minutes – First Meeting Of The Board Of Directors

Once a company has been incorporated, a board meeting with the directors of the new company should be held (even if there is only a sole director). This meeting should be held soon after the company has been incorporated and, in any event, best practice is that it should be held at least within 30 days of incorporation.  If you are still preparing to incorporate, see CHF-IN01 - Application To Register A Company and the Company Formation Checklist .

It is a legal requirement to record who is present at the meeting and what is discussed as well as keep and store the minutes of all board meetings for at least 10 years after the date of the board meeting. Copies of resolutions passed at these meetings must also be kept.

The purpose of this meeting is to officially discuss the business administration of the company as well as for each director to formally endorse the memorandum and articles of association of the company. See, as relevant, Memorandum Of Association For Private Company Limited By Shares , Model Articles of Association for Private Company Limited By Shares , Memorandum (Company Limited By Guarantee) and Articles of Association (Company Limited By Guarantee) .

This template board minute sets out the basic administrative formalities that should be included, for example confirming the company name, registered office address, directors, share capital, people with significant control, accountants, auditors, accounting reference date etc. These details can be added to or reduced depending upon what is relevant for each individual company. If there is only a sole director, you may also wish to see First Resolutions of a Sole Director (Minutes) and Guidance – Can a Sole Director Run a Company? .

Since the introduction of the Economic Crime & Corporate Transparency Act 2023 (ECCTA), this board minute has been updated with additional requirements including confirmation that:

• the company's registered office is appropriate;
• the company has an appropriate email address;
• the company has been formed for a lawful purpose;
• none of the subscribers, directors or PSCs are disqualified under the relevant directors' disqualification legislation;
• each director has had their identity verified; and
• each PSC has (or will have) their identity verified.

The ECCTA gives Companies House new and enhanced powers to help disrupt economic crime and the identity verification regime is a key component of this that will significantly change the company incorporation process.

These minutes refer to HMRC registration for VAT, payroll and corporation tax. You should consider seeking relevant independent tax advice.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected to be compatible with one another. Unused options should be removed from the document.

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