Glossary
What Is a Board Meeting?
A board meeting is a formal gathering of a company's directors to take decisions that require the authority of the board. It is not the same as a general meeting, where the shareholders decide — the two have different powers and different rules.
What needs a board decision
Typically: appointing or removing directors and officers, opening and closing bank accounts, approving the annual accounts before they go to the shareholders, issuing or transferring shares, changing the registered office, and entering into contracts above whatever threshold the company has set for itself.
Notice, quorum, minutes
Three things make a board decision stand up: the directors were properly notified, enough of them were present to form a quorum, and the outcome was recorded in minutes. The details are set by the company's articles and by the company law of the country of incorporation.
Written resolutions instead of meetings
In Hong Kong, Singapore and many other common-law jurisdictions, a resolution signed by all directors has the same effect as one passed at a meeting. For companies whose directors sit in different time zones this is the normal way of working, and it is usually what a bank or a registrar will accept.
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Frequently Asked Questions
- How often must a board meet?
- It depends on the jurisdiction and on the company's own articles. Many private companies hold one formal meeting a year to approve the accounts and handle everything else by written resolution.
- Do minutes have to be filed with the authorities?
- Usually not. They are kept with the company's records, but they must be produced on request — by an auditor, a bank during account opening, or the registrar.