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Keeping minutes for a limited company

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Hi

I know we are legally required to keep minutes but the company is very informally run by my friend and me, both directors with 50% shares. What is the minimum requirement and is their a set format?

Thanks in advance
Bob
And if, you know, your history...
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Comments

  • antrobus
    antrobus Posts: 17,386 Forumite
    dixie_dean wrote: »
    ...I know we are legally required to keep minutes but the company is very informally run by my friend and me, both directors with 50% shares. What is the minimum requirement ....

    To have at least one meeting to approve the annual accounts for submission to CH and HMRC
    dixie_dean wrote: »
    ....and is their a set format?

    There are plenty of templates about on the web.

    Or you could just not bother with them at all. I know that is not good advice, since it is a legal requirement to keep minutes of all meetings of the directors, and you would be commiting an offence by not keeping minutes. But as far as most private companies are concerned, no one really cares any more, and the chances of something bad happening to you because you can't produce some minutes is very small.
  • Thanks, that's kind of what I thought. Presumably we could always knock up some minutes retrospectively if ever requested but certainly at the moment I dont think anyone will ask for them as turnover is very small.
    And if, you know, your history...
  • Pennywise
    Pennywise Posts: 13,468 Forumite
    Part of the Furniture 10,000 Posts Name Dropper
    dixie_dean wrote: »
    Thanks, that's kind of what I thought. Presumably we could always knock up some minutes retrospectively if ever requested but certainly at the moment I dont think anyone will ask for them as turnover is very small.

    Not a good idea. What happens, (if as happened to one of my clients), a director/shareholder dies - then it's impossible to get the paperwork signed retrospectively. What happens if you have a major fall-out and a director/shareholder refuses to sign out of spite?

    Considering it takes just a minute or two to edit, print and sign a simple A4 sheet of paper, why not just do it and avoid any worry or potential problems in the future.
  • Good point. So technically, the min requirement would be for us to get this done for past years for one meeting where we apprived the accounts? We are yet to take any money but will soon be drawing some dividends and I know we'd need minutes for their approval too so will sort. Cheers.
    And if, you know, your history...
  • Ok, I've found a template and I'm assuming the exact format is not totally prescribed. Just one - probably stupid - question: the form has space for a "chairman" to sign. Do we have to have a chairman? We're both directors and that's it as far as I know. Do we need to nominate a chairman (and a secretary?).
    And if, you know, your history...
  • CKhalvashi
    CKhalvashi Posts: 12,134 Forumite
    Part of the Furniture 10,000 Posts Photogenic Name Dropper
    Our minutes consist of 'We approve the accounts, we're paying ourselves £x', signed, dated.

    They don't need to be anything amazing.

    CK
    💙💛 💔
  • dixie_dean_2
    dixie_dean_2 Posts: 1,812 Forumite
    1,000 Posts Combo Breaker
    Ah great, thanks very much. That's more or less what we're going with. Do you pay yourself dividends as we will be and I think minutes are needed for that too.
    And if, you know, your history...
  • Lomast
    Lomast Posts: 872 Forumite
    Part of the Furniture 500 Posts Name Dropper
    CKhalvashi wrote: »
    Our minutes consist of 'We approve the accounts, we're paying ourselves £x', signed, dated.

    They don't need to be anything amazing.

    CK


    We are the same as above

    99% of our minutes are on an A4 piece of paper stating
    Date
    Location
    People present & role
    What was agreed
    Signed by those present.

    looking back at the last 4 years we have minutes for
    Approval of accounts x3 (last years still with accountant)
    Agreement of company to buy out a minority shareholder
    Agreement to sign a bank mandate (Loans & Overdraft) x6 these were provided to us by HSBC with the loan/overdraft so just added a copy to the minute book (Ring binder)

    You don't need to get silly recording who said what when etc, i would however suggest that if the meeting is more substantial then more detailed minutes may be a good idea.
  • nickj_2
    nickj_2 Posts: 7,052 Forumite
    you need to have minutes for any dividends payed and a dividend tax credit form as well . and a agm with minutes as well
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