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company-lawadvisory
Writing minutes that survive scrutiny
Minutes are evidence. Most are written as if they're a formality.
· 12 Jul 2026
A set of minutes is the record of what a board decided and why. When something is challenged years later, it is often the only record.
Record the reasoning, not just the resolution
"Resolved to approve" tells a future reader nothing about whether the directors applied their minds.
Name who was present, and who wasn't
Quorum questions are the most common technical challenge.