Minutes of first meeting of directors

(Note: this guidance page is being re-written in view of recent law changes. Some provisions referred to may have been repealed. UKcorporator's incorporation process however remains perfectly valid and effectual.)

Once the company had been incorporated, a meeting of the directors should be convened reasonably promptly e.g. usually within a month. (As with any directors' meeting, the law requires minutes to be made of all the proceedings at the meeting - section 382 of the Companies Act 1985). It is not possible to detail, with certainty, each of the matters which should be addressed at the first meeting of the directors as these will vary from company to company. However the following is a checklist of matters which are commonly dealt with:


Tabling of the certificate of incorporation, memorandum and articles of association and company seal (if any) and noting of the director(s) and company secretary (or secretaries) named on the Form 10;


Noting of quorum (or resolution fixing quorum);


Resolution to appoint the chairperson of the board of directors (click the guidance button entitled 'Appointment of a chairperson of the directors' for more information);


Resolution to allot the subscriber shares and to enter the name(s) of the subscriber(s) in the Register of Members;


Noting of any disclosures received from the directors under section 317 (Directors' Disclosure of Interests in Contracts) or section 324 (Directors' Disclosure of Shareholdings in the Company) of the Companies Act 1985;


Resolution, if necessary, to change the accounting reference date (click the guidance button entitled 'Accounting reference date' for more information);


Resolution appointing auditors, bankers and solicitors if required;


Resolution adopting a seal as the Common Seal of the company (if required);


Other business such as considering and approving of any specific contracts or transactions, registration of the company for VAT, etc;


If the company is a public company, consideration of arrangements for lodgement of an Application for a Certificate to Commence Business (section 117 of the Companies Act 1985 and Form 117) within one year of incorporation.

A specimen set of minutes for the first meeting of directors of a private company limited by shares appears below. Note that this is only a sample form and may not necessarily be suitable for your proposed company's specific circumstances.

[                     ] Limited
Company number:___________

Minutes of the first meeting of the directors, held at [place          ] on [date     ] commencing at [     ] pm.

Directors present: [Peter Smith, Mary Smith, Michael Jones]
Others present: [Brian Williams, company secretary]



(1)
Quorum
It was noted that a quorum of [2] directors was present in accordance with the articles of association.



(2)
Company formation
The following documents were produced to the meeting:


(a)
the certificate of incorporation;


(b)
a copy of the memorandum and articles of association as registered;


(c)
a copy of the Form 10 as lodged as Companies House; and


(d)
bank account opening forms and standard form resolutions.



(3)
Chairperson
It was resolved that [Peter Smith] be appointed chairperson of the board of directors.



(4)
Allotment of shares
[Peter Smith] and [Mary Smith] each having subscribed the memorandum of association for one ordinary share of £1 each it was resolved that one ordinary share of £1 be allotted to each of them for cash.

The company secretary was requested to ensure the names of the shareholders are correctly entered in the register of members, to arrange for share certificates to be signed on behalf of the company and issued to the shareholders and to lodge an appropriate Form 88(2) 'Return of Allotment of Shares' at Companies House.



(5)
Disclosure(s) by director(s) under section 317 (Directors to disclosure interest in Contracts) of the Companies Act 1985
[Michael Jones, also being a director of Jones Enterprises Limited, declared his interest in a proposed contract with that company for the joint manufacture by the two companies of certain electrical components.]



(6)
Disclosure(s) by director(s) under section 324 (Duty of directors to disclose shareholdings in own company) of the Companies Act 1985
The following notices were produced to the meeting in accordance with section 324 of the Companies Act 1985:


(a)
a notice from [Peter Smith] declaring his interest in 1 ordinary £1 share in the capital of the company, and


(b)
a notice from [Mary Smith] declaring her interest in 1 ordinary £1 share in the capital of the company.
The company secretary was requested to record these shareholdings in the register of directors' interests maintained under section 325 of the Companies Act 1985.



(7)
Accounting reference date
It was resolved that the accounting reference date for the company be changed to [30 June].

The company secretary was requested to lodge an appropriate Form 224 'Notice of Accounting Reference Date' at Companies House.



(8)
Auditors
It was resolved that [name of firm     ] be appointed as the company's auditors, and that their remuneration be agreed by the directors in due course.

[or alternatively]

It was noted that the company was entitled to exemption under the provisions in Chapter II of Part VII of the Companies Act 1985 dealing with 'Exemptions from audit for certain categories of small company' and accordingly that it was not be necessary to appoint an auditor.



(9)
Bank
It was resolved that a bank account for the company be opened with [          ] Bank at the bank's branch located at [                    ];

It was resolved the bank account opening forms be duly completed and that resolutions in the standard form required by the bank (a copy of which was produced to the meeting and was approved and a further copy of which is annexed to these minutes) be and are hereby passed;

The company secretary was requested to forward the bank account opening forms and a copy of these resolutions to the bank including specimen signatures of each of the signatories to the account.



(10)
General business
[A proposed contract for the joint manufacture by the company with Jones Enterprises Limited of certain electrical components was produced and after considering its terms it was resolved (with Michael Jones abstaining from voting) that the company proceed to enter into a contract with Jones Enterprises Limited in that form.]



(11)
Value added tax
It was noted that the company had been registered for the purposes of Value Added Tax and that its registration number was [          ].



(12)
End
There being no further business the meeting ended at [     ]pm.

_________________
Chairperson
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