In company life, "board resolution" and "board minutes" are often mentioned together, but they are different things. One is the decision; the other is the record of the meeting at which it was made. Keeping both right matters for good governance and legal compliance. Here is a plain-English guide for England and Wales under the Companies Act 2006.
Board resolution, the decision
A board resolution is a formal decision taken by the company's directors. It records what the board has decided, for example, to approve a contract, open a bank account, allot shares (within authority), or call a shareholders' meeting.
A board resolution can be passed:
- at a board meeting that is quorate, usually by a simple majority of directors voting (the chair may have a casting vote, depending on the articles); or
- as a written resolution / unanimous decision of the directors, where the articles allow.
The resolution is the operative act, it is what actually authorises the company to do something.
Board minutes, the record
Board minutes are the written record of the directors' meeting: who attended, what was discussed, any declarations of interest, and the resolutions passed. Minutes are evidence that decisions were properly made, they do not make the decision; they document it.
Under the Companies Act 2006 (s 248), every company must keep minutes of all directors' meetings, and these must be retained for at least ten years. Minutes signed by the chair are generally evidence of the proceedings.
The key differences at a glance
| Board resolution | Board minutes | |
|---|---|---|
| What it is | The decision itself | The record of the meeting |
| Function | Authorises the company to act | Evidences what was decided |
| Form | A specific resolution (at a meeting or in writing) | A narrative record of the meeting |
| Legal duty | Needed to take certain actions | Must be kept (s 248) for 10 years |
Why both matter
- The resolution gives the company (and third parties, banks, Land Registry, Companies House) the authority for an action, many transactions require a board resolution to be valid or to satisfy the other side.
- The minutes prove the directors followed proper process (including dealing with conflicts of interest (Companies Act 2006, ss 177 and 182)) which protects the directors and the company if a decision is later challenged.
Practical tips
- For significant actions, pass a clear board resolution (and provide a certified copy/extract to banks or counterparties who need it).
- Keep accurate, contemporaneous minutes of every board meeting, recording attendance, interests declared, and resolutions.
- Retain minutes for at least ten years and store them with the company's statutory records.
- Use written resolutions for quick decisions where the articles permit, but still record them.
Key takeaways
- A board resolution is the directors' formal decision; board minutes are the written record of the meeting.
- The resolution authorises action; the minutes evidence that it was properly taken.
- Companies must keep minutes of directors' meetings for at least ten years (Companies Act 2006, s 248).
- Use clear resolutions (with certified copies where needed) and keep accurate minutes recording attendance, declarations of interest and decisions.
Sources
- Companies Act 2006: s 248 (minutes of directors' meetings; ten-year retention); ss 177 and 182 (directors' declarations of interest)
- The company's articles of association (board meeting procedure, quorum, casting vote, written resolutions)
- General company-secretarial practice on resolutions and minutes
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor or company secretary.