Checklist for passing a board resolution

  • At-a-glance checklist
  • Reduce the risk of your board decisions being challenged or set aside
  • Includes guidance for meetings held remotely

Use this checklist for passing a board resolution to help you follow the right process when your directors make decisions. It covers both decisions made in board meetings and written board resolutions.

Regular board meetings are a crucial aspect of most small companies' management and decision-making. If your company has the model articles of association, the directors are given general power to manage the company’s commercial business. This means that unless you have to obtain separate shareholder approval for a particular decision (whether by law or because of any shareholders’ agreement that says so), your directors are responsible for it.

This checklist provides at-a-glance guidance to the steps your directors should take in order to pass a board resolution. For board meetings, it summarises how your directors should go about calling a board meeting, how to ensure the meeting is valid, how votes should be counted, and how the outcome of the meeting should be recorded. For written board decisions, it lists the steps you should take to ensure smooth approval by your board and proper record-keeping.

You can also get this document as part of the Starting a company toolkit.

Q&A

  • When should I use this document?

    You should use this checklist as a handy reference tool to ensure that your company follows the right process when holding a board meeting or passing a written board resolution. It also gives you a helpful summary of steps to take to ensure that your company’s board resolutions are recorded properly.

    Note, this checklist is drafted specifically for companies with the default model articles of association.

  • What does this document cover?

    This checklist for making board decisions summarises:

    • the process for passing a board resolution at a board meeting;

    • what adjustments to make if anyone is attending the board meeting remotely, eg if they are working from home; and

    • the process for passing a board resolution in writing, without calling a board meeting.

    It sets out all of the necessary steps you need to take, and is complemented by our detailed Q&A guidance on How to make a board decision.

  • Why do I need this document?

    This checklist will help to ensure that you follow the right procedure when passing board resolutions, and will help you ensure the chair makes appropriate adjustments to ensure things run smoothly if anyone is attending remotely, eg using videoconferencing.

    If you fail to follow the right procedure, there is a risk that your meeting (and the resolutions passed at the meeting) will be of no legal effect. Any procedural irregularities in your board decision-making can also be challenged by an aggrieved director, shareholder or third party, so it is vital to get things right.

  • Where can I find out more?

    For further detailed guidance on holding board meetings and passing board resolutions, see How to make a board decision.

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