Private companies rarely fail compliance on grand matters — they fail on meeting formalities nobody kept. The minimum regime is genuinely light; it just has to actually happen.
The meeting requirements
- A first board meeting within the statutory window after incorporation
- The minimum number of board meetings each year with the maximum permitted gap between them (small companies enjoy a relaxed count as per current rules)
- Notice to every director as prescribed; video participation is broadly permitted
Minutes: the part that saves you
Each meeting produces minutes — decisions recorded, signed and preserved in the minute book within the prescribed period. Minutes are the company’s memory: they evidence auditor appointments, borrowings, related-party approvals and every act someone later questions.
Resolutions by circulation
Between meetings, most routine decisions can be passed by circulating written resolutions — practical for two-director companies where formal sittings feel artificial.
The honest system for small companies
A standing quarterly calendar slot, an agenda template, minutes drafted the same day. Two hours a year of discipline versus explanations in every diligence and dispute.
We maintain the full secretarial record for clients — ROC compliance · set it up once.
