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Free Board Minutes Template
Accurately record UK board decisions, resolutions, and discussions with a professionally structured minutes template. Ensure compliance with the UK Companies Act 2006 and maintain a clear corporate governance trail for British companies in England and Wales.
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MINUTES OF BOARD MEETING
Meridian Technologies Ltd · Company No. 12345678 · Private Limited By Shares (Ltd)
Date: 15 March 2026 at 10:00
Boardroom, 45 Queen Victoria Street, London EC4N 4SA (with video conference facility) · Board Meeting
COMPANY
| COMPANY NAME | Meridian Technologies Ltd |
| COMPANY NUMBER | 12345678 |
| REGISTERED OFFICE | 45 Queen Victoria Street, London, EC4N 4SA |
| COMPANY TYPE | Private limited by shares (Ltd) |
| GOVERNING LAW | England and Wales |
MEETING
| TYPE OF MEETING | Board Meeting |
| DATE | 15 March 2026 |
| START TIME | 10:00 |
| LOCATION | Boardroom, 45 Queen Victoria Street, London EC4N 4SA (with video conference facility) |
| CHAIR | Sarah Elizabeth Mitchell |
| NOTICE | 7 clear days' notice given (CA 2006 s.307) |
These are the minutes of a Board Meeting of Meridian Technologies Ltd (company number 12345678), a private limited by shares (ltd) incorporated in England and Wales, held on 15 March 2026 commencing at 10:00 at Boardroom, 45 Queen Victoria Street, London EC4N 4SA (with video conference facility). These minutes are prepared and retained in accordance with sections 248 and 355 of the Companies Act 2006 and shall be evidence of the proceedings at the meeting pursuant to section 249.
1.
ATTENDANCE
Chair of the meeting: Sarah Elizabeth Mitchell.
Directors present (in person or by electronic means):
(1) Sarah Elizabeth Mitchell (Chair)
(2) James Alexander Thornton
(3) Priya Sharma
(4) David Okonkwo
Directors absent (apologies received):
(1) Elizabeth Hargreaves (apologies — international travel)
Company Secretary: Robert Chen.
In attendance (non-voting):
• Amanda Green — Financial Adviser (Coutts and Co)
• Michael Park — External Auditor (BDO LLP)
Directors present (in person or by electronic means):
(1) Sarah Elizabeth Mitchell (Chair)
(2) James Alexander Thornton
(3) Priya Sharma
(4) David Okonkwo
Directors absent (apologies received):
(1) Elizabeth Hargreaves (apologies — international travel)
Company Secretary: Robert Chen.
In attendance (non-voting):
• Amanda Green — Financial Adviser (Coutts and Co)
• Michael Park — External Auditor (BDO LLP)
2.
QUORUM, NOTICE AND CONSTITUTION
The Chair confirmed that: (a) the meeting had been duly convened; (b) proper notice of the meeting had been given to all persons entitled to receive it in accordance with the Company's articles of association and section 248 of the Companies Act 2006 and the Model Articles (SI 2008/3229); and (c) a quorum was present in accordance with the Company's articles (Model Article 11 — two directors unless the Articles provide otherwise).
The Chair declared the meeting duly constituted and open to transact business at 10:00.
The Chair declared the meeting duly constituted and open to transact business at 10:00.
3.
DECLARATION OF INTEREST
In accordance with section 177 of the Companies Act 2006 (duty to declare interest in a proposed transaction or arrangement) and, where applicable, section 182 (declaration of interest in existing transaction), the following declaration was made:
Mr James Alexander Thornton declared a personal interest in the proposed strategic partnership with Vertex Group plc, arising from his 5% shareholding in Vertex Group plc. Mr Thornton withdrew from the discussion of Resolution 2 and did not count in the quorum for that item, but remained in the room for Resolution 3 (which concerned the authorisation of his conflict under s.175(4)(b) CA 2006).
The director concerned did not count in the quorum in respect of, and did not vote upon, the relevant matter (in accordance with Model Article 14 and s.175 CA 2006 duty to avoid conflicts).
Mr James Alexander Thornton declared a personal interest in the proposed strategic partnership with Vertex Group plc, arising from his 5% shareholding in Vertex Group plc. Mr Thornton withdrew from the discussion of Resolution 2 and did not count in the quorum for that item, but remained in the room for Resolution 3 (which concerned the authorisation of his conflict under s.175(4)(b) CA 2006).
The director concerned did not count in the quorum in respect of, and did not vote upon, the relevant matter (in accordance with Model Article 14 and s.175 CA 2006 duty to avoid conflicts).
4.
RESOLUTIONS
The following resolutions were proposed, seconded and put to the meeting as Ordinary Resolution(s) (CA 2006 s.282 — simple majority required):
Resolution 1 — Approval of Q3 Financial Statements
IT IS RESOLVED THAT the unaudited financial statements of the Company for the quarter ended 31 December 2025, copies of which were laid before the meeting, be and are hereby approved and adopted.
Outcome: Approved unanimously.
Resolution 2 — Strategic Partnership with Vertex Group plc
IT IS RESOLVED THAT the Company be authorised to enter into a strategic partnership agreement with Vertex Group plc (company number 04567891) substantially in the form laid before the meeting, and that any director of the Company be authorised to execute the agreement on behalf of the Company.
Outcome: Approved by majority.
Resolution 3 — Authorisation of Director Conflict (s.175 CA 2006)
IT IS RESOLVED THAT, pursuant to section 175(4)(b) of the Companies Act 2006 and article 14(3) of the Company's articles of association, the conflict of interest of Mr James Thornton arising from his 5% shareholding in Vertex Group plc be and is hereby authorised on the terms disclosed to the meeting.
Outcome: Approved unanimously.
Resolution 1 — Approval of Q3 Financial Statements
IT IS RESOLVED THAT the unaudited financial statements of the Company for the quarter ended 31 December 2025, copies of which were laid before the meeting, be and are hereby approved and adopted.
Outcome: Approved unanimously.
Resolution 2 — Strategic Partnership with Vertex Group plc
IT IS RESOLVED THAT the Company be authorised to enter into a strategic partnership agreement with Vertex Group plc (company number 04567891) substantially in the form laid before the meeting, and that any director of the Company be authorised to execute the agreement on behalf of the Company.
Outcome: Approved by majority.
Resolution 3 — Authorisation of Director Conflict (s.175 CA 2006)
IT IS RESOLVED THAT, pursuant to section 175(4)(b) of the Companies Act 2006 and article 14(3) of the Company's articles of association, the conflict of interest of Mr James Thornton arising from his 5% shareholding in Vertex Group plc be and is hereby authorised on the terms disclosed to the meeting.
Outcome: Approved unanimously.
5.
MATTERS DISCUSSED
The meeting considered the following items of business:
(1) 1. Review and approval of Q3 2025/26 financial statements
(2) 2. Strategic partnership proposal with Vertex Group plc
(3) 3. Section 175 CA 2006 conflict authorisation
(4) 4. IT infrastructure upgrade proposal and FY 2026/27 budget allocation
(5) 5. Board diversity and inclusion policy update
(6) 6. Health and safety compliance report (HSE)
(7) 7. Directors and Officers insurance renewal
(1) 1. Review and approval of Q3 2025/26 financial statements
(2) 2. Strategic partnership proposal with Vertex Group plc
(3) 3. Section 175 CA 2006 conflict authorisation
(4) 4. IT infrastructure upgrade proposal and FY 2026/27 budget allocation
(5) 5. Board diversity and inclusion policy update
(6) 6. Health and safety compliance report (HSE)
(7) 7. Directors and Officers insurance renewal
6.
ACTION ITEMS
The following action items were noted, each to be progressed by the responsible person and reported at the next meeting:
(1) James Thornton to circulate revised FY 2026/27 budget to all directors by 25 March 2026
(2) Priya Sharma to schedule kick-off meeting with Vertex Group CEO by 31 March 2026
(3) Robert Chen to file any special resolutions with Companies House within 15 days (CA 2006 s.30)
(4) David Okonkwo to procure three quotes for DandO insurance renewal by 10 April 2026
(1) James Thornton to circulate revised FY 2026/27 budget to all directors by 25 March 2026
(2) Priya Sharma to schedule kick-off meeting with Vertex Group CEO by 31 March 2026
(3) Robert Chen to file any special resolutions with Companies House within 15 days (CA 2006 s.30)
(4) David Okonkwo to procure three quotes for DandO insurance renewal by 10 April 2026
7.
ANY OTHER BUSINESS
The Company Secretary noted that the Company's annual confirmation statement (CS01) is due for filing with Companies House by 30 April 2026.
8.
CLOSURE
There being no further business, the Chair declared the meeting closed at 11:45. The next meeting of the Board was scheduled for 20 April 2026.
9.
STATUTORY RECORD-KEEPING
These minutes are prepared and retained in accordance with section 248 of the Companies Act 2006 (records of directors' decisions / minutes of proceedings) and section 355 (records of resolutions to be kept for at least ten years from the date of the meeting or resolution). Personal data recorded in these minutes is processed in accordance with the Data Protection Act 2018 and the UK GDPR (lawful basis: legal obligation / legitimate interests).
10.
CERTIFICATION
The signature of the Chair below certifies that these minutes are, so far as is known, a true and accurate record of the proceedings of the meeting described above, in accordance with section 249 of the Companies Act 2006. Approved by: Sarah Elizabeth Mitchell (Chair) on 20 March 2026.
CHAIR OF THE MEETING
Sarah Elizabeth Mitchell (Chair)
Date of approval: 20 March 2026
Date: ____________________
COMPANY SECRETARY
Robert Chen
Company Secretary
Date: ____________________
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What Are Board Minutes?
Board minutes are the official written record of the proceedings and decisions made at a meeting of a company's board of directors. They document the matters discussed, resolutions passed, votes taken, and actions agreed upon. Under the Companies Act 2006, every UK company is required to keep minutes of all board meetings.
Well-drafted UK board minutes serve multiple important purposes. They provide evidence that British directors have fulfilled their statutory duties under the UK Companies Act 2006, create a reliable record for future reference, and can be used to demonstrate proper corporate governance to UK regulators, auditors, investors, and courts. Minutes also protect individual directors by recording their participation in and any dissent from board decisions in England and Wales.
Section 248 of the UK Companies Act 2006 requires that minutes of directors' meetings be kept for at least ten years from the date of the meeting in Britain. Failure to maintain proper British board minutes is a criminal offence for every officer in default, carrying the risk of fines under English law.
What's Covered in This Template
This board minutes template includes all essential sections required for a compliant and professional record of your board meeting.
Meeting Details
Date, time, location (or virtual platform), and type of meeting (scheduled, special, or adjourned).
Attendance Register
Names of directors present, absent, and any attendees by invitation such as the company secretary or advisers.
Quorum Confirmation
Confirmation that the meeting is quorate in accordance with the company's articles of association.
Chair Appointment
Record of who chaired the meeting and any declarations regarding the chair's casting vote.
Conflicts of Interest
Declarations of interest by directors in accordance with sections 177 and 182 of the Companies Act 2006.
Previous Minutes
Approval of minutes from the previous board meeting and matters arising from those minutes.
Business and Reports
Summary of matters discussed, reports received, and presentations made to the board.
Resolutions
Full text of each resolution proposed, the proposer and seconder, and the outcome of voting.
Action Items
Specific actions agreed, the person responsible, and deadlines for completion.
Date of Next Meeting
Agreed date, time, and location for the next board meeting.
How to Create Board Minutes
Our template guides you through creating comprehensive board minutes that meet the requirements of the Companies Act 2006 and good governance practice.
- 1
Record Meeting Details and Attendance
Enter the date, time, and location of the meeting. List all directors present and absent, note any apologies received, and record any other persons in attendance such as the company secretary, auditors, or advisers.
- 2
Confirm Quorum and Declarations
Confirm that the UK meeting is quorate in accordance with the articles of association. Record any declarations of interest made by British directors under sections 177 and 182 of the UK Companies Act 2006.
- 3
Approve Previous Minutes
Record the approval of the previous meeting's minutes and note any matters arising that require follow-up or further discussion at this meeting.
- 4
Document Discussions and Resolutions
Summarise the key points of each agenda item discussed. Record the exact wording of each resolution, who proposed and seconded it, and whether it was passed unanimously or by majority vote.
- 5
Record Actions and Close
List all action items with the responsible person and deadline. Record the date of the next meeting and the time the meeting was closed. The minutes should be signed by the chair once approved.
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Legal Considerations
Board minutes are a legal requirement under the Companies Act 2006 and play a vital role in demonstrating proper corporate governance.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.
Reviewed for England & Wales law
Statutory Requirement to Keep Minutes
Section 248 of the UK Companies Act 2006 requires every British company to keep minutes of all proceedings at meetings of its directors. These UK board minutes must be retained for at least ten years from the date of the meeting in England and Wales. If a company fails to comply, every officer in default commits a criminal offence punishable by a fine under English law.
Evidential Value of Minutes
Under section 249 of the UK Companies Act 2006, minutes that have been signed by the chair of the meeting (or the chair of the next meeting) are evidence of the proceedings in England and Wales. There is a legal presumption that the British meeting was duly held and convened, and that all proceedings and appointments recorded in the UK board minutes are valid, unless the contrary is proved.
Directors' Duties and Conflicts
Sections 171 to 177 of the UK Companies Act 2006 set out the general duties of British directors. UK board minutes should record that directors have acted in accordance with these duties, particularly the duty to declare interests in proposed transactions (section 177) and existing transactions (section 182). Failure to declare an interest is a criminal offence under English company law.
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