Board Minutes UK: Directors' Meeting Minutes and Written Resolution Template

Board minutes record the proceedings at a meeting of the directors: who attended, whether a quorum was present, which interests were declared and the exact wording of each decision. They are a company record, not a filing. Nothing goes to Companies House unless a decision itself triggers a form. The directors' written resolution is the alternative most small companies use from week to week. Instead of meeting, every director entitled to vote signs the same text, and under the model articles that counts as a unanimous decision of the board. A sole director, where the articles allow the company to have only one, takes decisions alone but still needs a dated, signed trace of them.

Two documents are often confused with these. A shareholders' written resolution is passed by the members under Part 13 of the Companies Act 2006 and covers matters such as changing the articles or the company name; a board resolution cannot do that job. The working rule is simple: the board decides how the company is run, while the members decide changes to the company itself. The business documents for UK limited companies on the site follow the same split.

For UK board minutes, the starting point is section 248 of the Companies Act 2006. Every company must record minutes of all proceedings at meetings of its directors and keep them for at least ten years from the date of the meeting, and a failure is an offence committed by each officer in default. Section 249 gives minutes their weight: once authenticated by the chair of that meeting or of the next directors' meeting, they are evidence of the proceedings. Where minutes have been made, the meeting is also deemed duly held and convened, its proceedings duly had and its appointments valid, until the contrary is proved. The text of section 248 on minutes of directors' meetings is short and worth reading once.

How the board decides comes from the articles. Most companies formed since 1 October 2009 run on the Model Articles for private companies limited by shares (SI 2008/3229), sometimes amended by bespoke articles of association. Article 7 sets the general rule, a majority decision at a meeting or a unanimous decision, and lets a sole director decide alone when no provision requires more than one director. Article 8 allows the unanimous decision to take the form of a written resolution signed by each eligible director, provided those directors would have formed a quorum. Article 11 fixes the quorum at two unless the directors set a higher number, article 14 takes an interested director out of the quorum and the vote, and article 15 requires a written record of every decision for ten years.

Interests are governed by the Act itself. Section 177 requires a director to declare an interest in a proposed transaction before the company enters into it, and section 182 covers transactions already made. A board decision never replaces a decision that the Act or the articles give to the shareholders: a loan to a director (section 197), a substantial property transaction (section 190) or, under the model articles, a final dividend still need the members.

The most frequent trigger is a bank asking for a certified board resolution before it opens an account, changes the signatories or grants a facility. Investors and buyers come next. In any due diligence the minute book is checked for the appointment of every director and the approval of each significant contract. Allotting shares is a classic board decision when the company has a single class of shares (section 550), although the existing shareholders' pre-emption rights still apply to an allotment for cash unless the articles or a special resolution disapply them. Interim dividends are decided by the directors, and the minutes should name the accounts relied on, the first thing an accountant or a liquidator asks to see.

Approving a service agreement for an executive director is routine too, and a case where the director concerned declares an interest and stays out of the vote. Changing the registered office and approving the annual accounts belong in the same record. Two edge cases deserve a mention. In a company with two directors, a conflict on one matter leaves a single director able to vote, so no quorum exists for that matter; the usual fix is an ordinary resolution of the shareholders disapplying article 14. Where the sole director is also the only shareholder and lends money to the company without a written agreement, section 231 requires the terms to be set out in writing, and the decision record is the natural place.

Every version is built from the same blocks:

• Opening lines give the company's name, number and registered office, then a preamble matching the form chosen.
• Quorum and notice are confirmed in the minutes themselves, including the case where a director waived notice under article 9 or joined by video, so the record shows a properly constituted meeting.
• Declarations of interest get their own numbered section. The wording changes for a meeting, a written resolution or a sole director, and states that an interested director does not count in the quorum unless article 14(3) applies.
• Up to five matters follow, each with a title, the background considered and a decision opening with "RESOLVED that".

The closing sections give any director authority to sign documents and make the Companies House filings the decisions require, then set out the record keeping rules: ten years under section 248 for minutes, and the effect of a written resolution once the last eligible director signs. Signature blocks follow for the Chair, for every eligible director (two to five) or for the sole director. If a shareholders' agreement with reserved matters makes some board decisions subject to investor consent, obtain that consent in writing before the board resolves.

You start with the company's name, number and registered office exactly as they appear on the Companies House register. The next question decides the shape of the document: minutes of a meeting, a written resolution, or the decisions of a sole director. For a meeting, the form asks for the date, the start and finish times, whether the directors met in person, by video or both, how notice was given, who attended, who chaired and the quorum in the articles. For a written resolution, you give the circulation date and the names of the eligible directors, from two to five, and each gets a signature block. A sole director only needs a name and the date of the decisions.

Declarations of interest come next, followed by the matters themselves. You choose how many there are, then write a short title, the background and the decision for each. For a meeting, a last step records whether the resolutions were unanimous and whether any other business came up. The preview on the right shows the final wording at every step. Once downloaded, the minutes are signed by the Chair, while a written resolution is signed by every eligible director, on paper or electronically.

The commonest fault in UK board minutes is a resolution that records a discussion rather than a decision. "The board discussed the lease" proves nothing to a landlord or a bank; "RESOLVED that the Company enters into the lease on the terms presented, and any director is authorised to sign it" does. Another frequent error is a quorum that silently disappears: the conflicted director steps out, nobody counts the directors left, and the decision on that matter was never validly taken. A written resolution signed by only some of the eligible directors is not a decision at all under article 8.

After signature, a second set of mistakes appears. Some directors use a board resolution for something reserved to the shareholders, such as a change of name. Others forget the forms that follow a decision. A change of director goes on form AP01 or TM01 within 14 days under section 167G, and a new director must have verified their identity before acting; a return of allotment on form SH01 is due within one month under section 555. A new registered office takes effect only when Companies House registers form AD01, not on the date in the resolution.