United Kingdom Company Records Affected By Board Resolutions
Company Record | Triggering Resolution | Update Commonly Required | Information Recorded | Record Keeper |
|---|---|---|---|---|
Minute book | ||||
Board minutes book | Any decision made at a directors' meeting | true | Date, attendees, decisions, conflicts and authorities granted | Company secretary Directors |
Written directors' resolution file | Directors approve a decision in writing | true | Text of resolution, approvals, dates and signatories | Company secretary Administrative team |
Statutory register | ||||
Register of directors | Board appoints a new director | true | Director's name, service address, nationality and appointment date | Company secretary Administrative team |
Register of directors' residential addresses | Board appoints a director or address details change | true | Director's usual residential address and link to service address | Company secretary |
Register of directors | Board notes director resignation or office termination | true | Date office ceased and updated director details | Company secretary Administrative team |
Register of secretaries | Board appoints or removes a company secretary | true | Secretary's name, address and dates of appointment or cessation | Company secretary Directors |
Other internal record | ||||
Register of directors' interests | Director declares an interest in a transaction | true | Interested director, nature of interest and related transaction | Company secretary Directors |
Conflicts authorisation register | Board authorises a director's situational conflict | true | Conflict, authorisation terms, abstentions and review date | Company secretary Directors |
Share register | ||||
Register of members | Board approves allotment, transfer or buyback of shares | true | Member names, addresses, share class, numbers and dates | Company secretary Administrative team |
Register of allotments | Board allots new shares | true | Allottees, share class, nominal value, premium and consideration | Company secretary External adviser |
Share certificate register | Board approves share issue or transfer registration | true | Certificate number, holder, shares, class and issue date | Company secretary Administrative team |
Stock transfer file | Board approves registration of a share transfer | true | Transferor, transferee, shares, consideration and stamping status | Company secretary External adviser |
Calls register | Board makes a call on unpaid share capital | true | Shareholder, amount called, due date and payments received | Company secretary Finance team |
Share buyback file | Board approves purchase of own shares | true | Shares purchased, price, seller, contract and cancellation or treasury status | Company secretary Finance team External adviser |
Treasury shares register | Board holds, sells or cancels treasury shares | true | Number, class, acquisition, disposal and cancellation details | Company secretary Finance team |
Statutory register | ||||
PSC register | Board approves transaction changing significant control | true | PSC identity, nature of control and date registrable | Company secretary External adviser |
Register of charges | Board approves granting security over company assets | true | Charge date, secured obligations, assets charged and chargee | Company secretary Finance team External adviser |
Register of charges | Board approves repayment or release of secured debt | true | Charge satisfied, release date and evidence of discharge | Company secretary Finance team External adviser |
Registered office record | Board resolves to change the registered office | true | New registered office address and effective date | Company secretary Administrative team |
SAIL address record | Board changes where statutory records are kept | true | Single alternative inspection location and records held there | Company secretary Administrative team |
Accounting record | ||||
Accounting records | Board approves expenditure, funding, dividends or asset transactions | true | Money received and spent, assets, liabilities and transaction support | Finance team Directors |
Dividend register | Board declares or recommends a dividend | true | Dividend type, amount, record date, payment date and recipients | Finance team Company secretary |
Dividend voucher file | Board approves payment of dividend to shareholders | true | Shareholder, dividend amount, tax voucher details and payment date | Finance team Administrative team |
Annual accounts approval file | Board approves annual accounts and reports | true | Approved accounts, directors' report and signing director | Finance team Company secretary External adviser |
Auditor appointment file | Board appoints auditor to fill a casual vacancy | true | Auditor name, term, vacancy details and approval date | Company secretary Finance team External adviser |
Bank mandate register | Board opens account or changes bank signatories | true | Account, authorised signatories, limits and signing rules | Finance team Company secretary |
Contract register | ||||
Loan register | Board approves borrowing or facility agreement | true | Lender, amount, maturity, security, covenants and signatories | Finance team Company secretary External adviser |
Guarantee and indemnity register | Board approves guarantee, indemnity or parent support letter | true | Beneficiary, guaranteed obligations, cap, expiry and authority | Finance team Company secretary External adviser |
Commercial contracts register | Board approves material customer, supplier or strategic contract | true | Counterparty, contract value, term, renewal and authorised signatory | Administrative team Company secretary External adviser |
Other internal record | ||||
Property interests register | Board approves lease, purchase, disposal or licence of property | true | Property, transaction type, term, rent, price and obligations | Administrative team Finance team External adviser |
Accounting record | ||||
Fixed asset register | Board approves material asset acquisition or disposal | true | Asset, cost or proceeds, date, depreciation and disposal details | Finance team |
Other internal record | ||||
Intellectual property register | Board approves IP assignment, licence or registration | true | IP asset, owner, licence terms, registration and renewal dates | Administrative team External adviser |
Share register | ||||
Option plan register | Board grants, exercises, lapses or varies share options | true | Participant, grant date, exercise price, vesting and lapse details | Company secretary Finance team External adviser |
Accounting record | ||||
Employment related securities file | Board approves share awards, options or restricted securities | true | ERS event, participant, securities, valuation and reporting status | Finance team Company secretary External adviser |
Contract register | ||||
Directors' service contract file | Board approves director appointment terms or service contract | true | Contract terms, duration, remuneration and inspection copy | Company secretary Administrative team External adviser |
Accounting record | ||||
Directors' remuneration record | Board approves salary, bonus, fees or benefits for directors | true | Director, pay element, amount, period and approval basis | Finance team Company secretary |
Contract register | ||||
Director transaction approvals file | Board approves property transaction involving a director | true | Director connection, asset, value, member approval and contract terms | Company secretary External adviser |
Accounting record | ||||
Directors' loan register | Board approves loan, quasi-loan or credit to a director | true | Borrower, amount, terms, balance, approval and repayment | Finance team Company secretary External adviser |
Policy record | ||||
Delegated authority matrix | Board delegates powers or changes approval limits | true | Delegates, powers, monetary limits, conditions and expiry | Company secretary Administrative team |
Other internal record | ||||
Authorised signatory list | Board authorises individuals to sign documents or contracts | true | Names, roles, signature scope, limits and effective dates | Administrative team Company secretary |
Seal register | Board approves execution under company seal | true | Document sealed, date, counterpart, witnesses and authority | Company secretary Administrative team |
Contract register | ||||
Deeds register | Board approves execution of a deed | true | Deed title, parties, execution method, date and storage location | Company secretary External adviser |
Policy record | ||||
Insurance register | Board approves insurance policy, renewal or claim strategy | true | Policy type, insurer, cover, premium, period and exclusions | Administrative team Finance team |
Data protection governance file | Board approves privacy policy, DPIA or data governance changes | true | Approved policy, risk assessment, owner and review date | Administrative team External adviser |
Health and safety policy file | Board approves or reviews health and safety policy | true | Policy version, responsible persons, risks and review date | Administrative team Directors |
Anti-bribery policy file | Board approves anti-bribery procedures or risk review | true | Policy version, risk assessment, controls and training actions | Company secretary Administrative team External adviser |
Modern slavery statement file | Board approves annual slavery and human trafficking statement | true | Approved statement, director approval, publication date and website link | Company secretary Administrative team External adviser |
Accounting record | ||||
Tax elections and registrations file | Board approves tax election, VAT registration or group tax step | true | Tax action, effective date, HMRC reference and adviser details | Finance team External adviser |
Budget approval file | Board approves annual budget or revised forecast | true | Approved budget, assumptions, limits, KPIs and review timetable | Finance team Directors |
Other internal record | ||||
Litigation and disputes register | Board approves claim, defence, settlement or legal spend | true | Matter, parties, exposure, adviser, authority and settlement terms | Company secretary Finance team External adviser |
Constitutional changes file | Board recommends change of company name | true | Proposed name, approvals, filings and effective date | Company secretary External adviser |
Articles and constitutional documents file | Board recommends new or amended articles | true | Approved articles, member resolution, filing date and effective terms | Company secretary External adviser |
Policy record | ||||
Committee terms of reference file | Board establishes committee or approves terms of reference | true | Committee remit, members, quorum, powers and reporting duties | Company secretary Directors |
Other internal record | ||||
Board action log | Board assigns follow-up actions after a meeting | true | Action, owner, deadline, status and evidence of completion | Company secretary Administrative team |
Policy record | ||||
Risk register | Board approves risk appetite or mitigation actions | true | Risk, owner, rating, controls, actions and review date | Directors Administrative team |
Corporate policy register | Board approves or updates company policy | true | Policy name, version, owner, approval date and review cycle | Administrative team Company secretary |
Other internal record | ||||
Solvency and restructuring file | Board considers solvency, restructuring or insolvency advice | true | Solvency assessment, advice received, decisions and action plan | Directors Finance team External adviser |
Contract register | ||||
M&A transaction file | Board approves acquisition, disposal, merger or investment | true | Transaction, parties, price, conditions, approvals and completion status | Company secretary Finance team External adviser |
Which Company Records Usually Change After A Board Resolution?
Board resolutions most often affect the board minutes, statutory registers, share records, finance records and internal approval registers. For UK companies, some records are legally required under the Companies Act 2006, including minutes of directors' meetings and registers of directors, members, charges and people with significant control.
Why Should Board Minutes Be Updated First?
Board minutes are the primary evidence of the decision. They should record the date, attendees, conflicts, key approvals and authorised signatories. UK companies must keep minutes of directors' meetings for at least 10 years, so the minute book is usually the core record affected by every board resolution.
Which Resolutions Trigger Statutory Register Updates?
Resolutions involving directors, secretaries, members, share issues, share transfers, charges, PSCs or changes to the registered office commonly require updates to statutory registers. These records should be consistent with Companies House filings, board minutes and any shareholder approvals.
What Are The Main Risks Of Not Updating Records?
- Share decisions: allotments, transfers, buybacks and option exercises can be disputed if the register of members and share certificates are not updated promptly.
- Director decisions: appointments, resignations and conflicts should be reflected in the relevant registers and minutes to support authority to act.
- Finance decisions: loans, guarantees, banking mandates and charges should be recorded so auditors, lenders and directors can verify approvals.
- Governance decisions: policies, delegated authorities and contract registers should be updated so staff know who may sign or approve transactions.
Who Usually Maintains These Records?
The company secretary or administrative team usually maintains statutory registers and minute books. The finance team often maintains accounting, banking, asset and tax records. External advisers are commonly involved where the resolution affects shares, charges, option plans, constitutional documents or Companies House filings.

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