Minutes of a directors' meeting addressing the winding-up of a company in England & Wales that cannot pay its debts, leading to a creditors' voluntary liquidation under the Insolvency Act 1986.
⚠️ Take insolvency advice first. If your company is or may be insolvent, the directors' duties shift to protecting creditors. Continuing to trade can expose directors to personal liability for wrongful trading (Insolvency Act 1986, s 214). Consult a licensed insolvency practitioner before acting on this template.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - The board does not wind the company up by itself: it resolves to convene a general meeting for the members to consider and, if thought fit, pass a special resolution (normally a 75% majority) to wind the company up voluntarily, putting it into creditors' voluntary liquidation, with a liquidator appointed by the creditors. - Keep minutes for at least 10 years (Companies Act 2006, s 248).
---
[COMPANY NAME] LIMITED, Company number: [NUMBER]
Minutes of a meeting of the board of directors held at [PLACE] on [DATE] at [TIME].
Present: [DIRECTOR NAMES] · Chair: [NAME] · In attendance: [INSOLVENCY PRACTITIONER NAME], of [FIRM]
1. Notice and quorum. The Chair confirmed notice and a quorum.
2. Financial position. The board reviewed the company's financial position and concluded that the company is unable to pay its debts as they fall due and that it cannot continue in business by reason of its liabilities. The directors confirmed they have taken advice from [INSOLVENCY PRACTITIONER].
3. Resolutions. IT WAS RESOLVED THAT: (a) the directors are satisfied the company is insolvent and that it should be placed into creditors' voluntary liquidation; (b) a general meeting of the members be convened for [DATE] to consider and, if thought fit, pass a special resolution to wind up the company voluntarily, and that the statutory decision procedure for creditors be initiated to appoint a liquidator; (c) [NAME] of [FIRM], a licensed insolvency practitioner, be nominated as proposed liquidator to be put to the creditors; (d) the directors prepare a statement of affairs and a history of the company's business as required by the Insolvency Act 1986; and (e) the company cease trading with immediate effect [or as advised], and the directors take no step that could prejudice creditors.
4. Close. There being no further business, the meeting closed.
Signed (Chair): __________________ Date: [DATE]
--- This template is a starting point and not legal advice. Insolvency is high-risk for directors, act only on the advice of a licensed insolvency practitioner. Governing law: England & Wales.
[DRAFT - requires solicitor / insolvency practitioner review before use]