How many board meetings is a private limited company required to hold?

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I understand as part of forming a company that we’ve got to have a board meeting, but I wonder how many board meetings we need to have. Is there a legal requirement? Or do we merely need to stage one when and where necessary?

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There is no legal requirement for private limited companies to hold board meetings at any time, unless the Model articles of association is altered to include provisions on mandatory board meetings.

However, as per the Companies Act, the Model articles does include certain rules on the conduct of any board meetings a company chooses to hold:

  • Any decision of the directors must be a majority decision at a board meeting or by written resolution.
  • Any director may call a board meeting by providing reasonable notice to all directors or instructing the company secretary to do so.
  • Notice of board meetings must state:
    • Proposed date and time of meeting
    • Location of meeting
  • Notice must be provided to each director in writing or by some other form.
  • No decisions can be taken at a board meeting if the required quorum has not been reached.
  • A director should be nominated to chair the meeting.
  • The chairman has the casting vote if votes are tied.
  • Minutes must be taken at every board meeting and the company must retain this record for at least 10 years from the date of the meeting.

Despite there being no legal obligation to hold board meetings, it is essential that directors meet regularly - particularly when the company has first been set up - to collectively discuss and make decisions on issues affecting the business.

a year ago
 

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