Board Minutes and Directors' Written Resolution Ireland

Directors of an Irish company can decide things in two ways. They can meet, in a room or by video, discuss the business and vote, and the company then records the outcome in board minutes signed by the chairperson. Or they can skip the meeting and all sign one document setting out the decision, which is a written resolution of the directors. A written resolution signed by every director entitled to notice of a board meeting is as valid as a resolution passed at a meeting duly convened and held, which is why many owner-managed LTDs rarely hold formal board meetings at all.

Neither document is a member resolution, and the two sets of records live in different books. Shareholders decide some questions themselves (changing the constitution, changing the company name, approving a loan to a director under the Summary Approval Procedure), and the minutes of their general meetings are kept under section 199. Directors decide the day-to-day matters that the Act and the constitution leave to the board, and their minutes are kept under section 166. For the member-level paperwork, the Irish company and business templates cover the constitution and shareholders' agreements.

The rules sit in Part 4 of the Companies Act 2014. Under section 157, the procedural provisions in sections 158 to 165 apply unless the constitution provides otherwise. Section 160 lets directors regulate their own meetings: questions are decided by a majority of votes, the chairperson has a second or casting vote on a tie, every director is entitled to reasonable notice, and the default quorum is two, or one where the company has a sole director.

Written resolutions come from section 161(1), which you can read in the text of section 161 on the Irish Statute Book. The resolution may consist of several copies in like form, each signed by one or more directors, and it takes effect when the last director signs (section 161(5)). Section 166 makes board minutes compulsory: the company must enter in books kept for the purpose every appointment of officers, the names of the directors present at each meeting and all resolutions and proceedings, as soon as may be afterwards. Minutes signed by the chairperson are evidence of the proceedings, and failing to keep them is a category 4 offence for the company and any officer in default.

Conflicts are handled by section 231. A director interested, directly or indirectly, in a contract with the company must declare the nature of that interest at a board meeting, and each declaration is copied into a dedicated book within 3 days. Filing deadlines then follow from the decisions: Form B2 within 14 days of a change of registered office (section 50(3)), Form B5 within 30 days of an allotment (section 70(7)), and Form B10 within 14 days of a new secretary (section 149(8)).

The commonest trigger is the bank. Irish banks routinely ask a new company for a certified copy of the board resolution approving its account mandate and naming who can sign, and they ask again when signatories change. Share issues come next. When an investor, a partner or an employee takes shares, the directors use their authority to allot under section 69, and the board minutes should record that the authority existed and how pre-emption rights were dealt with.

Changing the registered office is another routine case. The office must always be in the State, and the decision should exist in writing before Form B2 is filed. Replacing the company secretary works the same way under section 129. Companies that take on staff often pair these minutes with employment contracts for staff the board hires, because appointing a senior employee is itself a board decision worth recording.

A company with a sole director still needs records: the quorum is one, and a sole director who is also the sole member must record certain contracts with the company under section 255. That founder should also think about succession, since shares pass under a will and the personal legal documents for Ireland include one. Where a director is interested in the matter (a lease of premises the director owns is the usual example), the declaration belongs in the board minutes before the vote, not in an email afterwards.

The heading identifies the company by its registered name, CRO number and registered office, then states whether the document is minutes of a meeting or a written resolution of the directors or of the sole director. For a board of two or more, the minutes record who chaired, that reasonable notice was given, that a quorum was present and how the resolutions were carried: unanimously, by a majority or on the chairperson's casting vote. Declarations of interest come next, before any resolution is considered, and each resolution then has its own numbered section, renumbered to match the ones you choose:

• Banks reject a resolution that contradicts their own mandate form, so the bank resolution adopts that form, sets the signing rule for cheques and online payments and authorises a director or the secretary to deal with the bank.
• New shares are allotted only on receipt of the subscription price in cleared funds, with the directors' authority, the pre-emption position, the share premium rule and the Form B5 deadline written out.
• For a move of the registered office, the template gives the new address and effective date.
• Who signs Form B10? The secretary resolution records the consent to act, the board's view of the person's skills under section 129(4) and any outgoing secretary's resignation.
• Your own resolution is printed after "RESOLVED that".

The closing sections give any director or the secretary authority to file forms and update the registers, then set out the signature block: the chairperson for minutes, every director with a date line for a written resolution. Related templates sit in the Irish legal document library.

You start on Captain.Legal by entering the company's registered name, CRO number and current registered office, exactly as they appear on the CRO register. The next question decides the shape of the document: minutes of a meeting, or a written resolution signed without a meeting. You then say how many directors are concerned (one to four) and type their names; at a meeting, the first director named chairs and signs.

For minutes, the form asks for the date, time and place. Where two or more directors attended, it also asks whether they met in person or by video, whether anyone was absent and how the resolutions were passed; a sole director skips those questions. Two screens follow where you answer Yes or No for each resolution, and only the screens for the ones you keep appear afterwards; if you answer No to all of them, the form asks you to write the resolution to be passed. Click Next to move forward and Back to correct an answer; the preview on the right updates as you type and renumbers the sections. On the last screen, click Finish to generate the document, then sign it and file the original in the minute book.

The most frequent mistake in practice is a written resolution that one director never signed. As a default rule, section 161(1) needs the signature of every director entitled to notice of board meetings, so a resolution signed by two of three directors does not work. The only statutory exception covers a minority of directors who could not vote on the matter, and then the resolution must name each of them and give the reason (section 161(2) and (3)). Close behind is the share allotment recorded with no thought for pre-emption. Unless the constitution, a special resolution or the terms of issue exclude it, new shares issued for cash must first be offered to existing holders of the class, with the offer open for at least 14 days unless every holder accepts or declines sooner (section 69(6)), and skipping this exposes the directors to a compensation claim under section 70(10).

Directors sometimes approve a loan to one of themselves by board resolution, but a loan to a director is prohibited by section 239 unless an exception applies, and buying a non-cash asset from a director, or selling one to a director, above the section 238 value thresholds needs the members' prior approval. Sole directors occasionally appoint themselves secretary, which section 129(6) forbids. Keep the signed minutes at the registered office with the book of interests, and if the decision is a lease of premises, check the lease against the commercial lease and property templates for Ireland before the board signs off.