In short: For £100 we draft one set of board or shareholder resolutions, or the minutes of a meeting, for your UK company. We check the decision against your articles and the Companies Act, prepare the document ready to sign, and tell you if it must be filed at Companies House. Most documents are ready within 1–2 working days.
What's included
- Short call or email to understand the decision
- Check of the right type of resolution: board, ordinary or special
- The memorandum records who founded the company; the articles are the company's rulebook — how directors make decisions, how shares work and more.
- Drafting of the resolution or minutes, ready to sign
- Signing instructions for directors or shareholders
- Guidance on whether the resolution must be filed at Companies House
- Editable copy and PDF by email
- Email and phone support
Why resolutions and minutes matter
A company makes decisions in two ways: the directors decide day-to-day matters, and the shareholders decide the big ones, such as changing the articles or the company name. The law and your articles say who must decide what, and how the decision must be recorded.
A properly drafted resolution or set of minutes is your proof that a decision was made correctly. Banks, lenders, auditors, buyers and Companies House may all ask to see it.
Common uses
- Opening a bank account and naming who can sign
- Allotting new shares or approving a share transfer
- Appointing or removing a director
- Changing the company name or adopting new articles
- Approving annual accounts or declaring a dividend
- Approving a loan, contract or sale of assets
Types of resolution
- Board resolution: a decision of the directors, made at a board meeting or in writing.
- Ordinary resolution: a shareholder decision passed by a simple majority (more than 50%).
- Special resolution: a shareholder decision passed by at least 75%. Needed, for example, to change the articles or the company name.
Private companies can usually pass shareholder resolutions in writing, without holding a meeting. Some special resolutions, and some ordinary ones, must be filed at Companies House within 15 days of being passed. We tell you if yours needs filing.
How it works
- Tell us what you want to decide, and send us your company number.
- We check your articles and confirm the type of resolution needed.
- We draft the resolution or minutes and email it to you.
- The directors or shareholders sign. Keep the signed copy with your company records.
- If it must be filed, we can file it for you or explain how.
What you need to provide
- Company name and number
- What was, or will be, decided, with any amounts, names and dates
- Who attended, if we are drafting minutes of a meeting
- A copy of your articles, if you use bespoke articles
Common mistakes
- Using a board resolution for a decision only shareholders can make.
- Forgetting to file a special resolution at Companies House.
- Not keeping minutes. Companies must keep records of board decisions and shareholder resolutions for at least ten years.
When you form a company with our Privacy Package, the first board meeting minutes are included.
Frequently asked questions
What is the difference between a board resolution and a shareholder resolution?
A board resolution is a decision of the directors. A shareholder resolution is a decision of the members, needed for matters such as changing the articles or the company name.
What is a special resolution?
A shareholder resolution passed by at least 75% of the votes. It is needed for major changes, such as adopting new articles or changing the company name.
Does a resolution need to be filed at Companies House?
Special resolutions, and some ordinary ones, must be filed within 15 days. Many board resolutions do not need filing. We tell you which applies.
Do we have to hold a meeting?
Usually not. Directors can often decide in writing, and private company shareholders can pass most resolutions as written resolutions.
How long must we keep minutes and resolutions?
At least ten years from the date of the decision. Keep them with your statutory registers.
Can you prepare minutes for an LLP?
Yes. LLP decisions follow the members' agreement rather than articles, so send us your agreement and we will draft accordingly.
Related services
Director Appointment and Resignation
Add a new director or remove one who is leaving, with the Companies House filing and paperwork done for you.
Share Issue and Share Transfer
Issue new shares or transfer existing ones, with resolutions, Companies House filing and registers handled.
Company Name Change
Change your limited company's registered name, with the resolution drafted and form NM01 filed for you.
LLP Members' Agreement
A written members' agreement for your LLP, setting out profit shares, decisions and what happens if someone leaves.