A template notice convening a meeting of the board of directors of a company incorporated in England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - The Companies Act 2006 does not prescribe a fixed notice period or procedure for board meetings, these are governed by the company's articles of association. Under the Model Articles, any director may call a board meeting and notice need not be in writing, but must be reasonable in the circumstances and given to every director (subject to a director's right to waive notice). - Quorum for board meetings is set by the articles (commonly two directors, or one in a single-director company). Check yours. - Directors must declare any interest in a proposed transaction (Companies Act 2006, ss 177 and 182) and may be unable to count in the quorum or vote on it, depending on the articles.
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[COMPANY NAME] (the "Company")
Company number: [NUMBER]
NOTICE OF MEETING OF DIRECTORS
To: the directors of the Company.
NOTICE IS HEREBY GIVEN that a meeting of the board of directors will be held at [PLACE / by telephone / by video conference] on [DATE] at [TIME].
Agenda
- Apologies for absence.
- Confirmation that a quorum is present and that the meeting has been duly convened.
- Declarations of interest in any matter to be considered.
- Approval of the minutes of the previous board meeting held on [DATE].
- [BUSINESS ITEM, e.g. to consider and, if thought fit, approve [the entry into [CONTRACT] / the opening of a bank account / the allotment of shares]].
- [BUSINESS ITEM].
- Any other business.
- Date of next meeting.
By order of the Board.
_________________________ [NAME], [Director / Company Secretary] Date: [DATE]
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Notes
- If you are unable to attend, please notify [NAME] in advance. A director may [appoint an alternate / participate by electronic means] if the articles permit.
- Supporting papers for the items above [are enclosed / will circulate before the meeting].
--- This template is a starting point and not legal advice. Board meeting procedure, quorum and conflict-of-interest rules depend on the company's articles and the Companies Act 2006, have a qualified solicitor or company secretary review and adapt it before use. Governing law: England & Wales.