Whoever is running the meeting is not automatically the person who ends up writing it up, and that gap is where board minutes most often slip. This article covers who actually holds the pen, how soon after the meeting the draft has to exist, when it gets approved, and how long the company then has to keep it. It does not repeat the general content checklist in our board minutes explainer, which covers what should go into the document rather than who is responsible and on what timetable.
> Quick answer: Any director can take board minutes, but in practice it is usually the company secretary, the chair, or whoever the board designates for the meeting, and the responsibility for keeping proper records under the Companies Act 2006 sits with the company itself. There is no statutory deadline for drafting minutes, but best practice is within a day or two while memory is fresh. Minutes are then approved at the next meeting and signed by the chair as a correct record, and the company must keep them for at least ten years.
Who is actually responsible
Company law does not name a specific job title as the person who must take minutes. Section 248 of the Companies Act 2006 puts the duty on the company itself to cause proper records of directors' meetings to be recorded, and failing to do so is an offence committed by every officer of the company in default, not by one designated minute-taker. In practice, most boards settle on a consistent person for continuity, usually a company secretary where one is appointed, or the chair, or a founder doing that job alongside several others in an early-stage company. What matters legally is not who holds the pen, it is that the record gets made, kept, and is accurate.
Where no company secretary exists, which is common at the founder stage, the sensible approach is to name someone at the start of the meeting rather than leaving it to whoever feels like writing things down. A meeting where two different people take partial notes and neither produces a full record afterward is a worse outcome than one person doing it properly, even if that person also happens to be a participant in the discussion.
When the draft actually needs to exist
There is no statutory deadline that says minutes must be drafted within a set number of days of the meeting. What the Act requires is that the record exists and is accurate, and the practical discipline that gets you there is speed. Draft the minutes while the meeting is still fresh, ideally the same day or the next working day, because a resolution that felt perfectly clear in the room becomes genuinely hard to reconstruct from memory a fortnight later, particularly the precise wording of what was actually resolved rather than merely discussed.
The timing pressure is highest for anything that touches a section 177 declaration of interest. The Companies Act requires a director to declare the nature and extent of an interest in a proposed transaction before the company enters into it, and the minutes are the evidence that this happened at the right moment. A vague recollection weeks later that "someone mentioned they knew the supplier" is a far weaker record than a line minuted at the time, naming the director and the interest declared.
Approval at the next meeting
Once drafted, minutes are not usually treated as final on the day they are written. The normal practice is to circulate the draft to the board, then formally approve them as an accurate record at the start of the next meeting, at which point the chair signs them. This step matters more than it looks. Approval gives every director a chance to flag an inaccuracy while the meeting is still recent enough for anyone to remember it, and a signed, approved set of minutes carries more weight as evidence than an unsigned draft that nobody has confirmed.
Keep the approval step itself brief and procedural rather than reopening the substance of what was decided. The minutes record what happened at the previous meeting, and approval confirms the record is accurate, not an opportunity to relitigate the decision.
The retention period
Section 248 of the Companies Act 2006 requires minutes of directors' meetings to be kept for at least ten years from the date of the meeting. This is a long horizon by the standards of everyday business record-keeping, and it is worth planning for deliberately rather than assuming an old laptop or a departed founder's inbox will still hold the file when it is needed. Ten years covers most of the situations where a minute from years ago suddenly matters again: a due diligence exercise ahead of a sale, an investor querying how an old decision was authorised, or a dispute that reaches back to something resolved long before it became contentious.
Failing to keep the records is an offence by every officer of the company in default, with a fine on the standard scale and a further daily fine for continued failure. That penalty structure reflects that this is treated as an ongoing compliance duty, not a one-off filing obligation you can tick off and forget, and our companion piece on what happens if your board minutes are wrong or missing covers the practical fallout when a set never gets kept properly in the first place.
Board minutes: who, when, and for how long
| Question | Answer |
|---|---|
| Who writes them | Any director can, but a designated person, often a company secretary or the chair, keeps things consistent |
| Who is legally responsible for the record existing | The company, under s.248 of the Companies Act 2006 |
| When should a draft exist | No statutory deadline, but same day or next working day is good practice |
| When are they approved | At the start of the next board meeting, then signed by the chair |
| How long must they be kept | At least ten years from the date of the meeting |
| What happens if they are not kept | An offence by every officer in default, plus a fine and daily default fine for continued failure |
Getting quorum and interests right at the point of drafting
Two elements belong in the minutes precisely because they are the parts most likely to be challenged later: whether the meeting was quorate, meaning the number of directors required by the articles was actually present, and whether any director declared an interest under section 177 before the relevant business was transacted. Neither of these is optional colour. A meeting that was not quorate cannot validly transact business at all, and a section 177 declaration recorded after the fact, rather than before the company entered into the transaction, does not satisfy the duty. Whoever drafts the minutes should treat these two lines as load-bearing, not as background detail to fill in once the substantive resolutions are written up.
Drafting minutes with a vetted template
Inside 99 Data Rooms, the Board Minutes template sits in the Corporate Governance group of the template library. The assistant assembles the document from vetted content matched to your answers, rather than generating wording from scratch, and it prompts for quorum, section 177 declarations and resolutions as standard fields, so the person writing the minutes is not relying on memory alone to know what a compliant set should contain. Describe the meeting in plain words and the assistant builds a structured draft ready to complete for the actual discussion. See our companion guide on drafting board minutes with AI for the full walk-through of that process. This is general information, not legal advice, and it does not remove the need for whoever takes the minutes to check the record is accurate.
From draft to a filed, approved record
The gap between a meeting happening and minutes being properly filed is exactly where records go missing, and the fix is to run the whole loop in one place rather than passing a document around by email. Once the draft exists, share it with the board as a tracked, revocable link, gated behind a verified email and a one-time code so only directors can open it before approval. Page-by-page analytics show which directors have actually opened the draft ahead of the next meeting, useful when you want confirmation the pack was reviewed rather than just sent.
Once approved, the chair signs the minutes in the browser using e-signature, and the executed record returns with an audit certificate recording who signed, when, their IP, intent to sign and a SHA-256 fingerprint. Electronic signatures are admissible for most commercial documents in England and Wales, with exceptions including deeds, wills, land transfers and lasting powers of attorney, so a set of board minutes signs cleanly this way. The signed record then files itself in the room, where it sits for the full ten-year retention period rather than depending on one person's inbox, with access kept under your control throughout. If a decision at the meeting also needs to be captured as a standalone resolution, our guide on when directors can decide by written resolution instead of a meeting covers when that instrument is the better fit. Where the meeting approved something with its own future date, a renewal, a break clause, or a licence expiry, our guide on getting reminded before a contract expires covers pairing that date with the document so it does not depend on someone remembering.
This article is written for companies incorporated in England and Wales, where the Companies Act 2006 sets the minute-keeping duty described above. Scotland and Northern Ireland have their own company law positions, and if your company sits outside the United Kingdom entirely, the same duty and the same statutory retention period simply do not apply, though the underlying discipline, write it up promptly, get it approved, and keep it somewhere durable, is worth applying regardless of jurisdiction.
Frequently asked questions
Who is legally required to take board minutes?
The Companies Act 2006 puts the duty on the company to keep proper records of directors' meetings, not on one named individual. In practice, most boards designate a consistent person, often a company secretary or the chair, so the responsibility does not shift meeting to meeting.
Is there a legal deadline for writing up board minutes?
No fixed statutory deadline exists for drafting the minutes themselves. The obligation is that an accurate record is kept, and best practice is to draft it within a day or two of the meeting, while the detail of what was actually resolved is still fresh and reliable.
When are board minutes formally approved?
Typically at the start of the next board meeting, where the previous minutes are reviewed for accuracy and then signed by the chair as a correct record. This gives directors a chance to flag an error while the meeting is still recent enough to check against memory.
How long must a company keep its board minutes?
At least ten years from the date of the meeting, under section 248 of the Companies Act 2006. Failing to keep them is an offence committed by every officer of the company in default, with a fine and a further daily fine for continued failure.
Do minutes need to record section 177 declarations of interest?
Yes. Section 177 requires a director to declare an interest in a proposed transaction before the company enters into it, and the minutes are the evidence that the declaration happened at the right time, not after the transaction was already agreed.
Write and file the minutes on time
Draft board minutes from a vetted England and Wales template, get them approved and signed, and keep the record for the full retention period in one place rather than an inbox. The free tier gives three rooms and twenty-five active links, forever, with no card required; the AI drafter and e-signature start on Pro at £19 a month. Start for free and build the habit of a same-day draft, a next-meeting approval, and a properly stored record.
This article is general information, not legal advice. Verify anything critical, particularly retention obligations for your specific company, with a qualified adviser.
Sources
- Duty to keep records of the proceedings of directors' meetings, retention of at least ten years, offence for failure: Companies Act 2006, s.248, https://www.legislation.gov.uk/ukpga/2006/46/section/248
- Directors' duty to declare an interest in a proposed transaction or arrangement: Companies Act 2006, s.177, https://www.legislation.gov.uk/ukpga/2006/46/section/177
- Directors' general duties: Companies Act 2006, Part 10, Chapter 2, https://www.legislation.gov.uk/ukpga/2006/46/part/10/chapter/2
- Electronic signatures and execution of documents in England and Wales: Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82