Board minutes in limited companies – requirements, content and common mistakes

Short answer: Minutes must be kept of board meetings. The Swedish Companies Act requires that board decisions be recorded, and that the minutes are signed by the secretary and verified in accordance with the law's rules. The minutes must be numbered and kept in a secure manner.

What must be included in board minutes?

The legal requirement focuses on the board's decisions, but a practical set of minutes should also make it possible to understand how the meeting was conducted and who participated. Common information includes the company name, corporate identity number, date, location or meeting format, attending members, the opening of the meeting, the election of a secretary and verifier, items for decision, and any dissents.

Decisions must be clear

Avoid phrasing that only states the board "discussed" an issue when the board actually made a decision. Specify what was decided, any monetary limits, the person responsible, and whether the decision is effective immediately or from a specific date.

Conflict of interest and dissenting opinions

If a member has a conflict of interest, it should be noted that the person did not participate in the handling of the matter. Board members and the CEO have the right to have a dissenting opinion recorded in the minutes, which can be important for the distribution of liability.

Signature and verification

The minutes must be signed by the secretary. If the chairman did not record the minutes themselves, the chairman must verify them. If the board has several members, a member appointed by the board must also verify the minutes.

Numbering and storage

Board minutes must be kept in numerical order and stored securely. A consistent structure, for example 2026-01, 2026-02, and so on, makes it easier to track decisions and present documentation during audits, due diligence, or disputes.

Suggested agenda structure

1. opening of the meeting
2. election of secretary and verifier
3. approval of the agenda
4. previous minutes and open action items
5. finances and liquidity
6. operations report
7. risks and compliance
8. items for decision
9. other business
10. next meeting and adjournment

See the Template Store's template for board minutes. For annual general meetings, there are separate rules and documents; see our guide on annual general meetings for limited companies.

FAQ

Must everything said at the meeting be written down?

No. The focus should be on decisions and relevant documentation, not a verbatim transcript of the entire discussion.

Can the minutes be electronic?

Yes, electronic handling is possible if formal requirements and signing are managed correctly.

Are board minutes public?

Board minutes are normally internal company documents and not public in the same way as, for example, an annual report.

This article provides general information and does not replace legal advice.