Board minute approving the annual accounts

Key facts

As at 25 October 2026.

Template minute

[Company name] Limited (registered number [12345678]). Minutes of a meeting of the board of directors held at [place] on [date] at [time].

Present: [name] (in the chair), [name]. In attendance: [name, for example the accountant].

1. Quorum. The chair noted that a quorum was present and that the meeting had been properly convened.
2. Declarations of interest. [No director declared an interest in the business of the meeting.]
3. Annual accounts. The draft annual accounts for the year ended 31 December 2026, comprising the profit and loss account, the balance sheet and the notes, were presented. The directors reviewed them, including the accounting policies, the estimates and judgements made, and events after the year end.
4. Going concern. The directors considered the company's ability to continue as a going concern, including its forecasts and available finance, and concluded that the going concern basis is appropriate [and that there are no material uncertainties].
5. Audit exemption. It was noted that the company qualifies for exemption from audit under section 477 of the Companies Act 2006 and that no member or members holding 10% or more of the issued share capital had required an audit under section 476.
6. Approval of the accounts. IT WAS RESOLVED that the annual accounts for the year ended 31 December 2026 be approved, and that [name], a director, sign the balance sheet on behalf of the board.
7. Directors' report. IT WAS RESOLVED that the directors' report for the year be approved and that [name], a director [or the company secretary], sign it on behalf of the board.
8. Filing and circulation. IT WAS RESOLVED that the accounts be delivered to Companies House before [deadline], that a copy of the full accounts and reports be sent to every member, and that the accounts be attached to the company's Corporation Tax return.
9. Close. There being no further business, the meeting closed.

Signed: [chair], Chair. Date: [date].

Adapting the minute

• Abridged accounts. Record that all the members consented to abridged accounts for the year, and keep their consents. The consent can only be given for the year just ended.
• Filleted filing. Record the decision to deliver the accounts without the profit and loss account and the directors' report, if the company is small.
• Audited accounts. Replace item 5: record that the accounts are audited, and that each director confirmed the statement on relevant audit information in the directors' report.
• Micro-entity. Delete item 7: a micro-entity prepares no directors' report.
• Medium-sized or large company. Add the approval of the strategic report, which is signed by a director or the secretary.
• Dormant company. Record the exemption under section 480 instead of section 477, and the statement that the company was dormant throughout the period.

Why the date matters

The date of approval is the date the accounts are authorised for issue. Full FRS 102 accounts must disclose it and who gave the authorisation; small companies under Section 1A usually state it too, in the line above the signature. The accounts must then reach Companies House by the deadline from the filing deadline calculator: approval alone is not filing, and rejected accounts do not stop the clock.

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