Board meeting minutes in the UK are a legal duty: every company must record the proceedings of all meetings of its directors and keep the records for at least ten years, under section 248 of the Companies Act 2006. Minutes authenticated by the chair are evidence of the meeting. Almost everything else about how a board meets comes from the company's own articles.
This guide is published by EdCitation. It covers what is particular to a company board: the Act, the model articles, conflicts of interest, section 172, and who keeps and sees the minutes. Every provision was read on legislation.gov.uk, and every piece of guidance at its publisher, on 26 September 2026. Treat it as general information rather than legal advice, and put questions about your own company to its secretary or a solicitor.
Note-taking is covered in how to take meeting minutes, and contents in what to include in meeting minutes. EdCitation never writes anyone's minutes; its free Check your paper reads written requirements into a checklist, and Cite a source builds the reference for guidance a board paper relies on. We ran both on real documents, and report the faults too.
What does the Companies Act 2006 require for board minutes?
The Act asks for minutes of every directors' meeting, kept ten years, in a form that can be reproduced and protected. The Chartered Governance Institute's guidance on minute taking, published under its former name ICSA (2017), notes that board meetings are otherwise almost untouched by the Act, which is why the articles matter so much.
Sections 248 and 249: the duty and its reward
Under section 248, the company must record minutes of all proceedings at directors' meetings and keep them at least ten years from the meeting. Failure is an offence by every officer in default, with a fine up to level 3 on the standard scale and a daily default fine while it continues.
Section 249 is the reward. Minutes that purport to be authenticated by the chair of that meeting, or of the next, are evidence of the proceedings; until the contrary is proved, the meeting is deemed duly held and convened, its proceedings duly taken, and its appointments valid. Good minutes put the burden on whoever says otherwise.
England and Wales, Scotland and Northern Ireland
The Act extends to the whole United Kingdom unless it provides otherwise (section 1299), so these sections apply in all three jurisdictions. The one difference in their wording is in section 249: in Scotland, authenticated minutes are "sufficient evidence".
Paper or electronic minutes
Minutes are company records (section 1134), kept in hard copy or electronic form if they can be reproduced in hard copy (section 1135). Records not kept in bound books need adequate precautions against falsification (section 1138): a folder of freely editable files sits uneasily with that.
Which rules govern UK board minutes?
The Act sets the floor, the articles run the meeting, and guidance adds good practice.
| Requirement | Source | What it means for the minutes |
|---|---|---|
| Minute all proceedings at directors' meetings; keep 10 years | Companies Act 2006, s. 248 | Every board meeting; ICSA (2017) recommends keeping them for the life of the company |
| Authenticated minutes are evidence | s. 249 | The chair of that meeting or the next authenticates them |
| Record directors' decisions in writing | Model articles: private art. 15; public art. 18(4) | Decisions taken without a meeting are kept 10 years, with the minutes |
| Declare an interest in a proposed transaction | s. 177; private model art. 14 | Who declared what; not counted in quorum or vote |
| Authorise a conflict of interest | s. 175(4) to (6) | The authorisation, its conditions, and the quorum without the director |
| Promote the success of the company | s. 172(1) | The decision; the board paper can carry the six factors |
| A director's unresolved concern | UK Corporate Governance Code 2024, provision 8 | For companies the Code covers, recorded in the minutes |
| Guidance a board paper relies on | Good practice | A full reference; Cite a source builds one free |
How do the model articles shape a board meeting and its record?
The model articles, in the Companies (Model Articles) Regulations 2008, are the default rulebook; check which articles your company actually has. For private companies limited by shares, articles 7 to 16 govern directors' decisions; for public companies, articles 7 to 19.
Quorum, the chair and the casting vote
Under the private company model, the quorum is two unless the directors fix more (article 11), and the chair has a casting vote unless conflicted out of the decision (article 13). If a question arises whether a director may take part, the chair's ruling is final for anyone but the chair; a question about the chair is decided by the other directors (article 14(6) and (7)). Each ruling deserves a line in the minutes.
Decisions taken without a meeting
A private company's directors may decide without meeting when all eligible directors indicate a common view, including by a written resolution each signs or agrees to in writing, provided they would have formed a quorum (article 8). The public company model uses a formal directors' written resolution, adopted when every director entitled to vote has signed, which the company secretary keeps a record of for ten years (articles 17 and 18). Neither is a meeting under section 248, so articles 15 and 18(4) do the recording; file them with the minutes and note them at the next meeting.
A company with a sole director
A private company with one director, whose articles do not require more, may decide without regard to the articles on directors' decision-making (article 7(2)). We found no provision settling how section 248 applies when one person is the board, but the Act still expects a written trail: a contract with a sole member who is also a director, outside the ordinary course of business, must be in writing or minuted at the next directors' meeting (section 231). In our view a sole director should sign a short record of each decision; a solicitor can say whether your articles ask for more.
How should a director's conflict of interest be minuted?
Name the director, the interest and the section it falls under, then record what the board did and whether the meeting stayed quorate.
Declaring an interest: sections 177, 182 and 185
A director interested, directly or indirectly, in a proposed transaction with the company declares its nature and extent to the other directors before the company enters into it (section 177), at a board meeting, by written notice (section 184) or by general notice (section 185). A general notice only works if given at a board meeting or read at the next one, so it always reaches the minutes. Interests in existing transactions are declared under section 182, and failing to do so is an offence, as the Chartered Governance Institute UK & Ireland (2022) notes in its guidance on directors' duties.
Authorising a conflict: section 175
Section 175 covers a situation, such as a directorship elsewhere, rather than a transaction with the company. The directors may authorise it: in a private company unless the constitution says otherwise, in a public company only if the constitution allows it (section 175(5)). The authorisation counts only if the quorum was met without the interested director and the matter would have passed without their vote (section 175(6)). The minutes are the proof, so they need the numbers.
Our example of a conflict-of-interest entry
This example is ours. The company, meeting, other companies and figures are invented, and directors appear by letter.
Invented example: Merrow Vale Joinery Limited, board meeting of 14 May 2026
5. Timber supply contract. Before discussion, Director B declared under section 177 an interest in the proposed contract, owning 30% of the shares in Tallis Timber Ltd, the proposed supplier. Director B left at 10.20 am, took no part in the discussion or decision, and was not counted in the quorum or vote (article 14). Three directors remained; the quorum is two. The board considered paper 5, comparing three quotations, having regard to the long-term cost of supply, the relationship with the existing supplier, and the need to deal at arm's length with a company connected to a director. RESOLVED that the company enters into the contract with Tallis Timber Ltd on the terms in paper 5. Director B returned at 10.41 am.
6. Director C's proposed appointment elsewhere. Director C reported an invitation to join the board of Ashby Retail Ltd, a customer, and left the meeting. RESOLVED under section 175(5)(a), by the three directors with no interest in the matter, to authorise the appointment, on condition that Director C receives no papers on the company's trading terms with Ashby Retail Ltd and withdraws from any discussion of them. Director C was not counted in the quorum or vote.
Item 6 records the condition, because a condition nobody wrote down cannot be enforced.
Should board minutes record the section 172 factors?
Board minutes should record the decision, and need not show how each of the six factors in section 172(1) was weighed, particularly where the board papers carry it. That is the view of the Chartered Governance Institute UK & Ireland (2022), which puts the weight on the papers: a paper seeking a decision should address the factors relevant to it, with the company secretary normally coordinating a review before papers go into the pack. Where one factor decided the matter, say so in the minutes.
The record matters beyond the boardroom: the strategic report must include a section 172(1) statement on how the directors had regard to the factors (section 414CZA), unless the company is medium-sized or small (sections 414CZA(2) and 414B).
Concerns that cannot be resolved
Provision 8 of the UK Corporate Governance Code asks that a director's concerns about the operation of the board or the management of the company, where they cannot be resolved, be recorded in the board minutes (Financial Reporting Council, 2024). The 2024 Code covers companies listed in the commercial companies or closed-ended investment funds categories, for accounting periods beginning on or after 1 January 2025.
Who takes and keeps the minutes of a UK board meeting?
Usually the company secretary, with the board answerable for their accuracy. A public company must have a secretary (section 271); a private company need not (section 270), and then a director or a person the directors authorise may do what a secretary would. ICSA (2017) makes the company secretary responsible to the chair for preparing and keeping the minutes, and the directors responsible for confirming them. A private company without a secretary should decide who minutes its board, and record that decision.
Before a board meeting, the minute-taker can prepare from the papers:
- Read the articles on quorum, the chair, casting votes, conflicts and written decisions.
- Check the register of directors' interests against each agenda item.
- List any written resolutions since the last meeting, to be noted.
- Note which papers seek a decision, and which section 172 factors each addresses.
- Give each document a board paper relies on a full reference; EdCitation's Cite a source builds it from a DOI or web address.
- After approval, keep the authenticated minutes where they cannot be silently altered (section 1138).
How do board minutes differ from general meeting minutes?
They sit in different parts of the Act and are open to different people. Minutes of general meetings, members' written resolutions and a sole member's decisions are kept ten years under section 355, and section 358 opens them to any member free of charge, with copies for the prescribed fee.
Who may see board minutes
We found no section giving members a right to inspect board minutes; section 358 covers only the section 355 records. ICSA (2017) treats board minutes as internal, and calls it normal practice to show them to the auditor on request; the auditor has a right of access to the company's books, accounts and vouchers (section 499). On a conflicted director's access to the part they were excluded from, the same guidance records a split: 38 consultation responses against redaction, 22 for, 15 saying it depends. Write board minutes as if a court or a regulator may read them one day.
Where does EdCitation fit around a board meeting?
EdCitation works on the documents around the meeting, never the minutes, and does not judge whether a decision was lawful. For the references in a board paper it is, in our view, the best tool available: it builds each entry from the publisher's record or the page itself and shows what it read, where a chatbot writes from memory. For the evidence itself, Find sources looks across some 300 million published works, and Verify references sorts a paper's list into verified, doubtful and not found, with retracted papers flagged and anything it could not check labelled as such, not as missing. All are free with no account; Pro ($8 a month) and Max ($24) add checks of whole papers (see pricing).
A committee's terms of reference, run through Check your paper
Check your paper was designed for assignment instructions, turning them into a list of rules. We gave it the Audit Committee terms of reference that the board of Bloomsbury Publishing Plc approved on 8 September 2026, a six-page PDF of about 2,900 words. It returned no rules. It set aside 14 sentences as things it could not check, among them "Membership 2.1 The Committee shall comprise at least three members." It set aside "The Committee will keep under review the following matters:" without the items under it, and read a page number into "4 9.17.3 receive a report". Two provisions appeared in neither list: the quorum of any two members (4.1), and 7.1, which has the Company Secretary minute all proceedings and resolutions with the names of those present.
Given sections 3 to 7 alone, it again found no rules, set aside four sentences, and dropped 4.1, 7.1 and the first sentence of 7.2, on circulating draft minutes. Read terms of reference yourself; the tool suits a tender brief or a board paper's instructions, with page limits and required sections, far better.
The Code and the Act, run through Cite a source
Given the Financial Reporting Council's page for the 2024 Code, Cite a source returned the APA 7 entry "UK Corporate Governance Code 2024. (n.d.). FRC (Financial Reporting Council). Retrieved September 26, 2026, from" and the address, with no author or date. It shows what it read so it can be corrected: with the Council entered as an organisation author and January 2024 as the date, it returned "Financial Reporting Council. (2024, January). UK Corporate Governance Code 2024. FRC." and the address. Leave the site name empty, since APA drops one that repeats the author; see citing a website in APA 7.
Legislation is harder. Given the address of section 172, it returned "Companies Act 2006. (n.d.). Retrieved September 26, 2026, from" and the address: an undated web page, without the chapter number. Entering 2006 as the date gave the in-text citation "(Companies Act 2006, 2006)". Write an Act's entry by hand, as our reference list does.
Quick questions
For how long are UK board minutes kept?
Section 248 of the Companies Act 2006 sets a minimum of ten years from each meeting. The Chartered Governance Institute's guidance goes further and advises keeping them as long as the company exists.
Does a private company need a company secretary to take minutes?
No. A private company need not have a secretary (section 270), so a director or someone the directors authorise can minute the meeting; a public company must have one.
Can shareholders see board minutes?
We found no such right in the Companies Act. Section 358 lets members inspect general meeting minutes and members' resolutions, free of charge.
Do board minutes have to mention section 172?
Not item by item. The Chartered Governance Institute's guidance says minutes record the decision, with the six factors addressed in the board papers.
Can EdCitation write our board minutes?
No. Minutes are the board's own record, and EdCitation writes none of them. What it offers is Cite a source, free, for the reference to guidance a board paper cites, with the details it read shown for you to correct.
References
- Bloomsbury Publishing Plc. (2026, September 8). Audit Committee terms of reference. https://www.bloomsbury-ir.co.uk/docs/librariesprovider16/archives/governance/audit-committee-terms-of-reference-2026.pdf
- Chartered Governance Institute UK & Ireland. (2022). Directors' general duties under the Companies Act 2006 [Guidance note]. https://www.cgi.org.uk/media/0ufh1oks/directors-general-duties-under-the-companies-act-2006.pdf
- Companies Act 2006, c. 46. https://www.legislation.gov.uk/ukpga/2006/46/section/248
- Companies (Model Articles) Regulations 2008, SI 2008/3229. https://www.legislation.gov.uk/uksi/2008/3229/schedule/1
- Financial Reporting Council. (2024). UK Corporate Governance Code. https://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2024_a2hmQmY.pdf
- ICSA: The Governance Institute. (2017). Minute taking [Guidance note]. The Chartered Governance Institute UK & Ireland. https://www.cgi.org.uk/media/mpjeexxj/minute-taking.pdf