This article is for Irish company directors and startup founders who need to understand their legal obligations around board meetings and decision-making.
If you're wondering whether you actually need formal board meetings, how to properly document decisions, or what records you must keep to stay compliant, this guide covers meeting requirements, written resolutions, and the practical hybrid approach most small companies use.
Key Takeaways
Irish law doesn't mandate board meeting frequency, but you must document all significant director decisions properly.
Written resolutions signed by all directors are legally equivalent to meetings and more practical for startups.
Board meeting minutes must be kept for at least six years and include attendees, decisions, and conflict declarations.
Poor governance records will prevent investment and acquisitions, and may expose directors to personal liability later.
Document major decisions from day one, even as a single director, to establish good governance habits early.
Do I legally need to hold board meetings for my Irish company?
No, Irish law doesn't specify how often you must hold board meetings or require any set frequency. However, directors must make and document significant decisions, and board meetings are the formal mechanism for doing this. You can also use written resolutions instead of formal meetings.
Can directors make decisions without actually holding a meeting?
Yes, directors can make decisions through written resolutions where all directors sign a document approving the decision. This is legally equivalent to a board meeting and is often more practical for small companies. Most startups use written resolutions instead of formal meetings.
What decisions should trigger a board meeting or written resolution?
You should document decisions that significantly affect the company, including approving contracts above certain values, hiring or firing senior employees, taking on debt or making major purchases, approving annual accounts, declaring dividends, and issuing new shares. The key is documenting any decision that has substantial impact on the business.
What information must be included in board meeting minutes?
Minutes must include the date, time and location, names of directors present and absent, confirmation of proper notice, matters discussed and decisions made, any director declarations of interest, formal resolutions passed, and the chairperson's signature. They don't need to be verbatim transcripts but should capture key points and formal decisions, and must be kept for at least six years.
Can board meetings be held by phone or video conference?
Yes, directors can meet remotely by phone or video conference, and remote attendance counts toward quorum requirements. Your constitution should explicitly allow remote meetings (most modern constitutions include this provision), and the key requirement is that directors can communicate simultaneously during the meeting.
How many directors need to attend for a board meeting to be valid?
Your constitution specifies the quorum (minimum number of directors needed), which is typically two directors or 50% of directors, whichever is greater. Decisions made without proper quorum are invalid. Single-director companies obviously don't need a quorum.
What happens if I don't keep proper minutes of board meetings?
Lack of proper minutes creates serious problems: you can't prove what decisions were made and when, courts may not accept that proper procedures were followed, investors will refuse to invest without proper governance records, and buyers won't acquire companies with poor records. Directors may also face personal liability if decisions can't be verified.
Do single-director companies need to hold board meetings?
No, single-director companies don't hold traditional board meetings since one person can't meet with themselves. However, you should still document significant decisions through written records of major decisions to protect yourself later—consider it a memo to yourself rather than meeting minutes.
How often should my company hold board meetings in practice?
Early-stage startups often have informal monthly check-ins with formal meetings or written resolutions quarterly or when needed, while more mature companies typically meet monthly or quarterly. Companies with external investors usually have scheduled board meetings since investor board representatives expect regular, formal meetings. The key is documenting decisions properly, whether through meetings or resolutions.
What's the difference between board meetings and general meetings?
Board meetings involve directors making company management decisions, while general meetings involve shareholders and have their own separate notice and procedural requirements. Private companies must hold annual general meetings unless they have single members, so don't confuse these two distinct types of meetings.
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