A template for the minutes of a meeting of the board of directors of a company in England & Wales, recording a decision to appoint or revoke a power of attorney.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Keep the parts you need: use the appointment resolution, the revocation resolution, or both. - A company grants a power of attorney by deed; the board resolution here authorises that. Companies must keep minutes of directors' meetings for at least 10 years (Companies Act 2006, s 248). - Check the company's articles for quorum and any special requirements, and that directors declare any interests. - Have a solicitor review the power of attorney itself before it is executed.
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[COMPANY NAME] LIMITED
Company number: [NUMBER]
Minutes of a meeting of the board of directors held at [PLACE / by video conference] on [DATE] at [TIME].
Present: [DIRECTOR NAME] (Chair), [DIRECTOR NAME], [DIRECTOR NAME] In attendance: [NAME, e.g. company secretary]
1. Notice and quorum. The Chair confirmed that notice had been duly given and that a quorum was present. The meeting proceeded to business.
2. Declarations of interest. The directors were asked to declare any interests in the matters to be discussed. [None were declared / [DETAILS] were declared.]
3. Power of attorney. The board considered [the appointment of an attorney to act on behalf of the company / the revocation of an existing power of attorney].
[Appointment], IT WAS RESOLVED THAT: (a) the company appoint [ATTORNEY NAME] of [ADDRESS] as its attorney, with authority to [DESCRIBE POWERS, e.g. execute and deliver documents relating to [MATTER] on the company's behalf], for the period [from [DATE] until [DATE] / until revoked]; (b) the power of attorney in the form [tabled at the meeting / attached] be approved and executed as a deed on behalf of the company in accordance with the Companies Act 2006; and (c) any director [or the company secretary] be authorised to do all things necessary to give effect to this resolution.
[Revocation], IT WAS RESOLVED THAT: (a) the power of attorney granted by the company to [ATTORNEY NAME] dated [DATE] be revoked with effect from [DATE]; and (b) [NAME] be authorised to notify the attorney and any relevant third parties of the revocation.
4. Any other business. [None / [DETAILS].]
5. Close. There being no further business, the Chair declared the meeting closed.
Signed (Chair): __________________ Date: [DATE]
--- This template is a starting point and not legal advice. Have a qualified solicitor review the minutes and the power of attorney before use. Governing law: England & Wales.