Company Board Meeting Preparation Checklist Template

Assigned to the company secretary or whoever runs the board. Due dates are offsets back from the meeting date.

• Fix the date, format and venue from the annual board calendar — and set the paper and pack deadlines back from it
• Record the governing law and company type — UK Companies Act, Delaware or other; private or listed; these answers show Phases 4 and 7
• Check the forward plan for matters reserved to the board — budget, accounts, dividends, financing, senior appointments, option grants
• Agree the agenda with the chair and CEO — decisions first, with time for each and the standing items: minutes, actions, declarations
• Send notice of the meeting under the articles or bylaws — date, time, place and how remote directors will join

Paper owners are assigned their own tasks. The pack approval is assigned to the chair, and the checklist halts until it is answered.

• Send paper requests with the template and deadline — set a few days before the pack is due, so there is time to review
• Require a cover sheet on every paper — decision, discussion or noting; the recommendation; risks; who reviewed it
• Collect the standing reports — CEO report, management accounts, cash and runway, KPIs, risk and legal updates
• Draft the resolutions for each decision item — wording checked by legal before the pack goes out
• Assemble the pack — agenda, draft minutes of the last meeting, action log, papers in agenda order
• Chair approves the pack for circulation — Approved or Not approved, with comments returned to paper owners

• Circulate the pack through a secure channel — commonly five to seven days before the meeting; record the date sent
• Ask every director to declare interests in the agenda items — UK: s.177 before the company enters a proposed transaction; Delaware: disclosure supports the s.144 safe harbor
• Decide how each conflict is handled — authorisation under s.175, leaving the room, or not voting or counting in the quorum where the articles say so
• Confirm attendance and that a quorum of eligible directors will be present for every decision — count item by item, without conflicted directors
• Log any paper sent late — and record whether the chair agreed to take it
• Collect directors’ questions in advance — and confirm when each presenter joins

Shown only when the company type is Listed. Owned by the company secretary with the disclosure committee or general counsel.

• Assess whether any item is inside information — UK MAR Article 17: disclose as soon as possible unless the conditions for delay are met and recorded
• Open or update the insider list — UK MAR Article 18, and tell recipients of the pack their obligations
• Check closed periods and dealing restrictions — for directors and others who see the pack
• Prepare announcements and filings for release after the meeting — US registrants: a Form 8-K is generally due within four business days of a triggering event
• Schedule the executive session — NYSE companies hold regular sessions of non-management directors

The chair runs the meeting; the secretary records it.

• Confirm quorum and record who attended, how, and when anyone left — remote participation is allowed by Delaware s.141(i) and most UK articles
• Record declarations of interest at the start — and again when a conflicted director leaves for an item
• Approve the minutes of the last meeting and review the action log
• Take each decision — record the resolution, the vote and any dissent a director asks to be noted
• Note the factors the board weighed — UK directors must have regard to the s.172 factors, including employees, suppliers and the long term
• Agree new actions with an owner and a date before the meeting closes

The chair’s review of the draft minutes is an approval task.

• Draft the minutes while the meeting is fresh — many companies aim for a few working days
• Chair reviews the draft minutes — Approved or Not approved, with changes tracked
• Circulate the draft minutes and updated action log to all directors
• Sign written resolutions and file them with the minutes — UK model articles require a written record of directors’ decisions for 10 years
• File the pack and signed minutes in the minute book once approved at the next meeting — UK: keep at least 10 years (s.248)
• Chase actions to completion — open actions roll into the next pack

Shown only when the board took a decision that must be filed or entered in a register. Due dates are offsets from the meeting date.

• List the filings each decision triggers — UK: director changes within 14 days (s.167), share allotments within one month (s.555), new charges within 21 days (s.859A)
• Confirm a new UK director has verified their identity with Companies House — required for appointments since 18 November 2025
• Send members’ special resolutions to Companies House within 15 days — s.30, where the board proposed them and the members passed them
• Delaware: file a certificate of amendment only after any required stockholder approval — and update the bylaws and officer list
• Update the statutory registers — directors, members, people with significant control and charges
• Attach each filing confirmation to its task