[COMPANY NAME] (Company Registration Number: [Company Registration
Number])
MINUTES OF A MEETING OF THE DIRECTORS
HELD ON [Date of Meeting] AT [Time of Meeting]
AT [Location of Meeting, e.g., Registered Office Address]
PRESENT:
[Director's Full Name 1]
[Director's Full Name 2] (if applicable)
[Director's Full Name 3] (if applicable)
(Note: Ensure all directors required for a quorum are present, or that the
resolution is passed by written consent if permitted by the company's articles
of association.)
1. CHAIRMAN [Name of Chairman] was appointed Chairman of the meeting.
2. NOTICE OF MEETING The Chairman confirmed that due notice of the meeting had
been given to all directors entitled to receive such notice, or that all directors had
waived such notice.
3. DORMANT STATUS CONFIRMATION The Directors considered the status of the
Company for the financial year ended [Financial Year End Date]. After due
deliberation and review of the Company's records, it was:
RESOLVED: THAT the Company has been dormant throughout the financial year ended
[Financial Year End Date], having had no significant accounting transactions as
defined by [relevant company law section, e.g., Section 1169 of the Companies Act
2006 (UK)], other than those permitted for a dormant company (such as payment for
shares, statutory filing fees, or civil penalties for late filing).
4. APPROVAL OF DORMANT ACCOUNTS The Directors reviewed the draft dormant
accounts for the financial year ended [Financial Year End Date], which have been
prepared in accordance with the relevant statutory provisions. After due consideration,
it was:
RESOLVED: THAT the dormant accounts for the financial year ended [Financial Year
End Date], as presented to this meeting, be and are hereby approved and adopted.
RESOLVED FURTHER: THAT a director of the Company be and is hereby authorised to
sign the said dormant accounts on behalf of the Board of Directors.
5. AUDIT EXEMPTION The Directors confirmed that the Company qualifies for audit
exemption for the financial year ended [Financial Year End Date] under [relevant
company law section, e.g., Section 480 of the Companies Act 2006 (UK)], as the
Company has been dormant throughout the financial year and is not an ineligible
company.
6. FILING WITH REGISTRAR It was noted that the approved dormant accounts and
the annual return/confirmation statement must be filed with the Registrar of Companies
by their respective due dates.
RESOLVED: THAT any director or the company secretary be and is hereby authorised
to file the approved dormant accounts and the annual return/confirmation statement
with the Registrar of Companies.
7. CLOSE OF MEETING There being no further business, the meeting was concluded.
CERTIFIED A TRUE RECORD OF THE PROCEEDINGS:
[Name of Director/Company Secretary] [Director/Company Secretary] [Date]
Guidance Notes:
Jurisdiction Specifics: Always adapt this template to comply with the specific
company law and regulations of your jurisdiction. The sections mentioned (e.g.,
"Section 1169 of the Companies Act 2006 (UK)") are examples and must be
replaced with the correct local references.
Articles of Association: Ensure the resolution complies with the company's
Articles of Association regarding director meetings, quorums, and passing
resolutions.
Written Resolution: For many small companies, a written resolution signed by
all eligible directors can replace a physical meeting. If using a written resolution,
adjust the formatting accordingly (e.g., "Written Resolution of the Directors").
Record Keeping: Keep this signed resolution with the company's statutory
records.
