Difference between board resolutions and board minutes

Board resolutions are made by the board (either in writing or in a meeting), while board minutes are the official written records of meetings of directors.  

In this article, we explain the purpose of board resolutions and board minutes for private companies. We give you practical guidance on creating and filing resolutions and minutes compliantly, so that you stay on top of your duties as a director or a company secretary. 

What is the difference between board resolutions and board minutes? 

If you’re new to running a company as a director, it’s easy to confuse board resolutions and board minutes. They are closely connected, and both are important for legal compliance and good governance. However, they serve different purposes. 

In simple terms: 

• Board resolutions are the formal decisions directors make.  
• Board minutes are the written record of what happened during a board meeting, including decisions that were made.  

Understanding how to use both correctly will help you run meetings properly, keep accurate records, and demonstrate that the directors of the company are collectively fulfilling their legal duties under the Companies Act 2006. 

What are board resolutions?

Board resolutions are legally-binding actions or decisions taken by directors at a meeting or in writing. Board resolutions are a form of company resolution, but different to members’ resolutions.

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How are board resolutions passed at a meeting? 

Under the standard Model articles used by many UK private limited companies, a board resolution is usually passed at a meeting by a simple majority vote. This means more than 50% of eligible directors in attendance must vote in favour of making the decision. 

Each director normally has one vote. 

If votes are evenly split, the chairperson may have a casting vote if the company’s articles allow it. In the case of the Model articles, this casting vote is provided. 

However, your company’s articles of association may contain different voting requirements. Some companies require: 

• a higher voting threshold  
• unanimous agreement  
• approval from specific directors  

Before relying on any resolution procedure, check your company’s articles carefully. 

What decisions require a board resolution?

Board resolutions are used whenever directors need to make significant and/or formal decisions on behalf of the company. They’re not normally required for routine decisions made during the course of managing day-to-day business activities. 

Here are some examples of decisions that require a board resolution. 

Contractual decisions	Financial decisions	Administrative
Signing legal documents on behalf of the company	Opening a business bank account	Appointing a company secretary
Approving documentation	Authorising corporate loans	Changing the company’s registered office address
Ending contracts	Issuing shareholder dividends	Setting up a SAIL address
Entering new contracts	Buying or selling company assets	Moving statutory records
Leasing premises	Approving statutory accounts	Appointing an accountant or auditor
		Appointing a chairperson to the board
		Changing the company’s accounting reference date (ARD)

What decisions are beyond the scope of directors?

Directors cannot approve everything by themselves. Certain decisions require a members’ resolution (a shareholder resolution) under the Companies Act 2006 or the company’s articles. 

These commonly include: 

• changing the company name  
• altering the articles of association  
• removing a director  
• authorising substantial property transactions involving conflicts of interest  

As a director, it is important to recognise when shareholder approval is required before taking action. 

How are decisions made at a board meeting?

If you’re holding a board meeting, the process is typically straightforward:

1. A director proposes a motion  
2. The board discusses the issue  
3. Directors vote  
4. The outcome is recorded in the board minutes  
5. Any follow-up actions are assigned  

For example, if the board wants to approve a new office lease, the minutes should clearly state: 

• what is being approved  
• who is authorised to sign documents  
• any limits or conditions attached to the approval  

Clear wording is important because the resolution becomes part of the company’s formal records. 

What are directors’ written resolutions?

Directors do not always need to hold a physical or virtual meeting to make decisions. A directors’ written resolution (sometimes known as a written board resolution) allows directors to approve a decision in writing instead. 

This is often the more practical in a number of cases, such as: 

• the decision is urgent  
• the matter is straightforward  
• directors are based in different locations  
• everyone already agrees on the proposed action  
• the company has only one director  

For many small companies, written resolutions are used regularly because they save time and reduce administration. 

How are directors’ written resolutions passed?

You’ll need to check the company’s articles of association to make sure that they allow for decisions to be made by written resolutions. 

Note that there is an important distinction between passing board meeting resolutions and written resolutions. 

Whilst board meeting resolutions are usually passed by majority vote (over 50% in favour),written resolutions generally require unanimous agreement from all eligible directors (unless the articles state otherwise). 

How to use a written resolution correctly?

To use a written resolution properly, directors should: 

1. Send the proposed resolution to all eligible directors 
2. Clearly explain what is being approved
3. Include instructions for how directors should indicate agreement
4. Keep copies of all responses with company records

Written resolutions can be circulated: 

• as printed documents  
• by email  
• through electronic signing platforms  
• via secure online systems  

The key requirement is that all eligible directors have the opportunity to consider and approve the resolution. 

What are board minutes?

Board minutes are the official written record of a directors’ meeting. Whenever you hold a meeting of the directors, somebody must formally take the ‘minutes’. These minutes ensure that the company has a written record of the meeting’s proceedings, including the discussions held and any resolutions proposed, rejected, or passed. 

Under section 248 of the Companies Act 2006, companies must keep minutes of all board meetings. This is a legal requirement, not simply administrative best practice. 

What must board minutes include?

Board minutes should accurately record: 

• the company name  
• date, time, and location of the meeting  
• who attended  
• who was absent  
• the chairperson  
• confirmation that a quorum was present  
• agenda items discussed  
• resolutions proposed  
• voting outcomes  
• actions agreed  
• any concerns or objections raised  
• future actions and responsible individuals  
• the date of the next meeting  

The minutes do not need to be a word-for-word transcript. Instead, they should provide a clear and accurate summary of: 

• what was discussed  
• what decisions were made  
• why those decisions were reached 

Can you use AI for board minutes?

Yes, there’s generally nothing stopping you from using AI tools to transcribe meetings and create a structured draft of the minutes. It is the minute-taker’s responsibility to make sure that the minutes are accurate, and the other directors will review the minutes and approve them.  

While AI can do some of the heavy lifting for drafting the meeting minutes, someone who was present at the meeting should review them and make sure it is an accurate record of what was discussed. 

Who is responsible for taking board minutes?

Usually the company secretary is responsible for taking the board minutes. However, not every company will have a company secretary. If that’s the case with your company, then nominate a director or another individual to take the minutes.  

It does not necessarily need to be the same director at every meeting, but you must always follow the same process for filing the minutes after the meeting.

How long must board minutes be kept? 

Companies must retain board minutes for at least 10 years from the date of the meeting. In practice, many companies keep them indefinitely as part of their permanent corporate records. 

Minutes should be stored securely and remain accessible if needed for things such as: 

• audits  
• legal disputes  
• investment rounds  
• company sales  
• regulatory reviews

Keeping digital records

Practically, most companies keep digital records now. You can get secure, encrypted platforms so that you can store your sensitive information securely.  

For written resolutions, it is acceptable to sign with an electronic signature. 

How directors should use board minutes effectively

New directors sometimes treat minutes as a formality completed after the meeting. In reality, well-prepared minutes are an important governance tool. 

Good minutes help directors: 

• evidence compliance with their fiduciary duties  
• demonstrate proper decision-making  
• monitor progress on agreed actions  
• create continuity between meetings  
• support future audits or due diligence exercises  

For example, if directors approve a major contract, the minutes should show that the board: 

• reviewed relevant information  
• considered risks  
• discussed the proposal appropriately  
• formally approved the decision  

This can become very important if decisions are later questioned by shareholders, regulators, insolvency practitioners, or courts.  

How do board resolutions and board minutes work together?

Board resolutions and board minutes work together to support effective company management. 

A useful way to remember the distinction is: 

• the resolution is the decision  
• the minutes are the record of board meetings, including any decisions that were made 

For new directors, developing good habits around meetings, resolutions, and record-keeping early on can make running a company significantly easier and help ensure ongoing compliance with the Companies Act 2006 and the company’s own constitutional documents.  

Getting your governance right starts with setting up your company correctly. Visit Quality Company Formations to explore our formation packages, including the Fully Inclusive Package, which contains a range of board meeting templates as part of the Business Document Template Library access.