{"id":4253,"date":"2022-06-22T09:40:32","date_gmt":"2022-06-22T08:40:32","guid":{"rendered":"https:\/\/legalvision.co.uk\/?p=4253"},"modified":"2026-04-21T03:05:11","modified_gmt":"2026-04-21T02:05:11","slug":"board-resolution","status":"publish","type":"post","link":"https:\/\/legalvision.co.uk\/corporations\/board-resolution\/","title":{"rendered":"What is a Board Resolution in the UK?"},"content":{"rendered":"\n

A board resolution is a formal record of a decision made by a company\u2019s directors<\/a>, typically at a board meeting or in writing, confirming that the company has authorised a specific action. For your business, it is a key governance tool, as failing to properly approve and document decisions can lead to disputes, invalid actions or issues during audits, funding or transactions. You must follow your company\u2019s constitution, ensure the required quorum and voting threshold are met, and keep accurate records as evidence of authority. This article explains what a board resolution is, how to pass one and what it should include.<\/p>\n\n\n\n

What is a Board Resolution?<\/h2>\n\n\n\n

A board resolution is a formal document containing the board of directors’ decisions during a board meeting<\/a>. Typically, board meeting minutes will accompany a board resolution, which will contain the points that the directors discuss during the meeting. <\/p>\n\n\n\n

In practice, the term ‘board resolution’ can also encompass written resolutions that a company’s board makes. A written resolution is a decision made by a board in writing (instead of a decision made at a board meeting). These two types of decision-making are usually equal in validity and authority. Although, a company’s articles of association (i.e. the company’s constitution) can require certain decisions to occur in a specific way. <\/p>\n\n\n\n

Often, a board resolution, unlike a written resolution, identifies the votes made by corporate officers. Further, it is common for each director to sign the resolution before the chair of the meeting certifies it. The board secretary will usually keep copies of the resolution. Additionally, this document may also serve as evidence of a company’s actions.<\/p>\n\n\n\n

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Key Statistics<\/strong><\/p>\n

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  1. 92.6%<\/strong>: Private limited companies, which routinely pass board resolutions for key decisions, accounted for 92.6% of all corporate bodies on the UK register at 31 March 2025.<\/li>\n
  2. 5.43 million<\/strong>: The UK companies register stood at 5.43 million entities at 31 March 2025, each relying on formal board resolutions for significant actions.<\/li>\n
  3. 98.5%<\/strong>: 98.5% of companies filed annual accounts on time as at 31 March 2025, typically approved via board resolution.<\/li>\n<\/ol>\n

    Sources<\/strong><\/p>\n

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    1. Companies House: Companies register activities April 2024 to March 2025<\/a><\/li>\n
    2. Companies House annual report and accounts 2024 to 2025<\/a><\/li>\n<\/ol>\n<\/div>\n\n\n\n

      How Do You Pass a Board Resolution? <\/h2>\n\n\n\n

      In most cases, your company’s constitution will generally outline how your company can pass board resolutions (alongside other corporate resolutions). Additionally, there are typically at least two requirements; a quorum and a set number of votes in favour of the motion. <\/p>\n\n\n\n

      A quorum is the minimum number of directors that may hold a board meeting with binding decisions in the first place. Your company’s quorum requirement will depend on your business’s size and scale. Moreover, it may also depend on the size of your board of directors. <\/p>\n\n\n\n

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      Consider that your quorum requirement is three directors. In this case, three or more directors must be present at the board meeting to pass a binding board resolution.<\/p>\n<\/div>\n\n\n\n

      Furthermore, your company constitution will also determine the number of votes necessary to pass a resolution. Often, this is a simple majority. This means there must be at least 50% in favour of the motion. For some significant decisions, however, you may need a special resolution<\/a> with a more significant majority (such as 75%). Usually, a company will have to pass a special resolution for important decisions, such as changing the share structure of your the shares your company issues. <\/p>\n\n\n\n

      In addition, you may also need to appoint a board member with a ‘casting vote’. A casting vote is a decisive vote if there is an equal split in votes on a proposal. <\/p>\n\n\n\n\n\n Continue reading this article below the form\n <\/i>\n<\/a>\n

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