Template board minutes – approving Corporate Insolvency & Governance Act 2020

Board Minutes to approve temporary changes to meetings & co filings under Corporate Insolvency & Governance Act 2020

CO.CA.MM.24

Following the introduction of the Corporate Insolvency and Governance Act 2020 (the Act) on 26th June 2020, temporary changes have been made to certain corporate governance aspects of company law and specifically the introduction of greater flexibility for companies as to how they conduct general meetings. In addition, the Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 (the Regulations) came into force on 27th June 2020 and allow for the temporary extension to certain filings at Companies House. More details can be found here .

As directors are tasked with the management and control of their business, in the current pandemic this will cause directors to consider the actions that they take even more carefully. As a matter of good corporate practice during the COVID 19 pandemic, these actions should be documented to provide a written record of matters considered and decisions made.

These template board minutes record the directors considering the provisions of the Act and the Regulations and resolving to approve the holding of any general meetings that may be required to be held, in accordance with the Act as well as make company filings in accordance with the Regulations. The directors also consider how the removal of shareholders’ legal rights to participate fully in meetings does not remove the obligation of the board to act fairly as between members, and the directors confirm their commitment to explore all options available to ensure that they provided shareholders with the best level and quality of engagement possible in the circumstances.

These template board minutes are only relevant for private limited companies and they do not consider aspects relevant to public companies nor to the insolvency related provisions under the Act. These are specialist areas and independent legal advice should be sought.

This template should only be used for the period during which the provisions as they relate to the Act and Regulations, are valid. These provisions may be extended by secondary legislation depending on the COVID 19 pandemic, by blocks of three months up to 5th April 2021.

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