Information Needed For Board Resolutions In The United Kingdom
Resolution Subject | Company Information Required | Decision Details Required | Director Details Required | Date Information Required |
|---|---|---|---|---|
Low | ||||
Approve previous board minutes | Company name, number, registered office, meeting date, chair. | Minutes date, amendments, approval wording, storage location. | true | true |
Medium | ||||
Approve written board resolution | Company name, number, registered office, circulation method. | Resolution text, consent method, unanimity or required threshold. | true | true |
Appoint a director | Company name, number, registered office, articles check. | Appointee name, service address, date of birth, consent, role. | true | true |
Remove or note resignation of director | Company name, number, registered office, board composition. | Director name, resignation or removal basis, Companies House filing. | true | true |
Appoint company secretary | Company name, number, registered office, secretary requirement. | Secretary name, address, consent, appointment filing details. | true | true |
Terminate company secretary appointment | Company name, number, registered office, current secretary details. | Secretary name, termination basis, Companies House filing. | true | true |
Change registered office | Company name, number, current and new registered office. | New address, effective date, filing responsibility, register updates. | true | true |
Change SAIL address | Company name, number, registered office, existing SAIL details. | New SAIL address, records moved, filing responsibility. | true | true |
High | ||||
Approve annual accounts | Company name, number, accounting reference date, meeting details. | Accounts period, approval, signing director, filing instructions. | true | true |
Approve directors' report | Company name, number, financial year, board meeting details. | Report version, approval, signing director, filing bundle. | true | true |
Medium | ||||
Approve confirmation statement | Company name, number, registered office, review period. | Statement date, SIC codes, shareholders, PSCs, filing approval. | true | true |
High | ||||
Declare interim dividend | Company name, number, share classes, distributable profits. | Dividend amount, class, record date, payment date, vouchers. | true | true |
Recommend final dividend | Company name, number, accounts, share capital details. | Recommended amount, shareholder approval route, record and payment dates. | true | true |
Medium | ||||
Open company bank account | Company name, number, registered office, trading address. | Bank name, account type, authorised signatories, mandate limits. | true | true |
Change bank mandate | Company name, number, account details, existing mandate. | Added or removed signatories, approval limits, online access. | true | true |
Approve commercial contract | Company name, number, registered office, authority matrix. | Counterparty, contract title, value, term, authorised signatory. | true | true |
High | ||||
Authorise execution of deed | Company name, number, registered office, execution method. | Deed title, parties, signatories, witnessing or seal arrangements. | true | true |
Medium | ||||
Appoint authorised signatory | Company name, number, registered office, authority scope. | Signatory name, documents covered, limits, expiry date. | true | true |
High | ||||
Allot new shares | Company name, number, share capital, articles, authority status. | Allottees, share class, number, price, authority, SH01 filing. | true | true |
Disapply pre-emption rights | Company name, number, articles, existing shareholder rights. | Shares covered, authority period, shareholder special resolution route. | true | true |
Approve share transfer | Company name, number, articles, register of members. | Transferor, transferee, shares, consideration, stock transfer form. | true | true |
Medium | ||||
Issue share certificates | Company name, number, registered office, register of members. | Member names, share class, certificate numbers, issue date. | true | true |
High | ||||
Subdivide shares | Company name, number, current share capital, articles. | Existing class, subdivision ratio, new nominal value, filing. | true | true |
Consolidate shares | Company name, number, current share capital, articles. | Existing class, consolidation ratio, new nominal value, filing. | true | true |
Redeem redeemable shares | Company name, number, share terms, articles, accounts. | Shareholder, shares, redemption price, funding source, filing. | true | true |
Approve share buyback | Company name, number, articles, share capital, accounts. | Seller, shares, price, contract, funding, shareholder approval. | true | true |
Approve capital reduction | Company name, number, articles, accounts, share capital. | Reduction method, solvency statement, shareholder special resolution. | true | true |
Adopt new articles | Company name, number, current articles, proposed articles. | Article changes, shareholder special resolution, filing instructions. | true | true |
Change company name | Current name, number, registered office, proposed name. | New name, shareholder resolution route, NM01 filing, effective date. | true | true |
Medium | ||||
Change accounting reference date | Company name, number, current accounting reference date. | New date, shortened or extended period, AA01 filing. | true | true |
Low | ||||
Change SIC code | Company name, number, current activities, existing SIC codes. | New SIC code, business activity, confirmation statement update. | true | true |
High | ||||
Appoint auditors | Company name, number, accounting period, audit requirement. | Auditor name, eligibility, term, remuneration, shareholder approval. | true | true |
Remove auditors | Company name, number, auditor details, accounting period. | Removal reasons, notice, shareholder resolution, replacement plan. | true | true |
Approve director service contract | Company name, number, articles, board meeting details. | Director, term, remuneration, duties, shareholder approval if needed. | true | true |
Medium | ||||
Approve director remuneration | Company name, number, articles, payroll and tax status. | Director, salary, fees, bonuses, benefits, effective date. | true | true |
Approve director expenses policy | Company name, number, existing policy, payroll process. | Expense categories, caps, approval process, effective date. | true | true |
High | ||||
Approve loan to director | Company name, number, accounts, articles, group structure. | Borrower, amount, terms, interest, security, shareholder approval. | true | true |
Approve substantial property transaction | Company name, number, accounts, articles, connected parties. | Asset, value, counterparty, director connection, shareholder approval. | true | true |
Authorise director conflict | Company name, number, articles, board composition. | Conflict nature, affected director, safeguards, voting exclusions. | true | true |
Record director interest declaration | Company name, number, meeting details, articles. | Transaction, interested director, nature and extent of interest. | true | true |
Grant security over assets | Company name, number, assets, lender, articles. | Security document, secured obligations, assets, registration deadline. | true | true |
Approve loan facility | Company name, number, articles, lender details, accounts. | Facility amount, term, interest, covenants, signatories, security. | true | true |
Approve company guarantee | Company name, number, articles, beneficiary, group context. | Guaranteed party, liability cap, benefit, signatories, security. | true | true |
Approve intercompany loan | Company name, number, group companies, articles, accounts. | Borrower, lender, amount, term, interest, corporate benefit. | true | true |
Approve acquisition | Company name, number, articles, financing, authority limits. | Target, price, documents, due diligence, completion conditions. | true | true |
Approve business or asset sale | Company name, number, assets, accounts, articles. | Buyer, assets, price, documents, completion date, consents. | true | true |
Medium | ||||
Approve property lease | Company name, number, registered office, premises details. | Landlord, property, term, rent, break rights, signatory. | true | true |
High | ||||
Approve property purchase | Company name, number, articles, financing, property details. | Seller, property, price, funding, completion date, signatories. | true | true |
Approve property sale | Company name, number, title details, articles, accounts. | Buyer, property, price, completion date, signatories, consents. | true | true |
Low | ||||
Adopt company seal | Company name, number, registered office, articles. | Seal design, custody, authorised use, register of sealings. | true | true |
Medium | ||||
Approve use of company seal | Company name, number, seal custody, meeting details. | Document sealed, parties, sealing witnesses, register entry. | true | true |
Low | ||||
Adopt company policy | Company name, number, existing policies, responsible officer. | Policy title, scope, version, effective date, review cycle. | true | true |
Medium | ||||
Adopt data protection policy | Company name, number, controller status, business activities. | Policy version, DPO or lead, implementation date, training plan. | true | true |
Adopt health and safety policy | Company name, number, workplaces, workforce size. | Policy version, competent person, implementation, review date. | true | true |
Adopt anti-bribery policy | Company name, number, business risk profile, overseas operations. | Policy version, procedures, training, monitoring responsibility. | true | true |
High | ||||
Approve modern slavery statement | Company name, number, turnover, group structure, website. | Statement year, supply chains, approval, director signature. | true | true |
Approve gender pay gap report | Company name, number, employee count, snapshot date. | Report figures, narrative, website publication, filing responsibility. | true | true |
Approve UK tax strategy | Company name, number, group status, turnover, balance sheet. | Strategy version, financial year, publication method, responsible officer. | true | true |
Update PSC register | Company name, number, current PSC register, ownership structure. | PSC details, nature of control, register update, filings. | true | true |
Medium | ||||
Update register of members | Company name, number, current register, share capital. | Member changes, shares, effective date, supporting documents. | true | true |
Change statutory registers location | Company name, number, current register location, SAIL status. | Registers moved, new location, Companies House filing if needed. | true | true |
High | ||||
Approve share option scheme | Company name, number, share capital, articles, eligibility. | Scheme rules, option pool, participants, exercise price, tax status. | true | true |
Grant share options | Company name, number, scheme rules, option pool balance. | Grantees, shares, exercise price, vesting, HMRC notification. | true | true |
Medium | ||||
Approve senior employment contract | Company name, number, role, budget approval. | Employee, role, salary, start date, signatory, conditions. | true | true |
High | ||||
Approve workforce restructuring | Company name, number, affected business units, headcount. | Business case, affected roles, consultation plan, costs, timetable. | true | true |
Medium | ||||
Approve pension scheme participation | Company name, number, workforce, payroll provider. | Scheme provider, contribution rates, staging duties, signatory. | true | true |
Approve insurance arrangements | Company name, number, business activities, risk profile. | Policies, insurer, premium, cover limits, renewal date. | true | true |
Approve D&O insurance | Company name, number, directors, officers, group coverage. | Insurer, policy limits, premium, covered persons, renewal date. | true | true |
High | ||||
Approve director indemnity | Company name, number, articles, director details. | Indemnified person, scope, exclusions, deed wording, register. | true | true |
Approve litigation or settlement | Company name, number, dispute details, legal advisers. | Claim, counterparty, settlement amount, authority, confidentiality. | true | true |
Low | ||||
Appoint legal advisers | Company name, number, matter description, budget. | Firm, engagement scope, fee basis, authorised contact. | true | true |
High | ||||
Approve IP assignment | Company name, number, IP assets, ownership records. | Assignor, assignee, IP rights, consideration, execution method. | true | true |
Medium | ||||
Approve software licence | Company name, number, business need, budget approval. | Vendor, product, fees, term, data risks, signatory. | true | true |
Approve website legal documents | Company name, number, website, business activities. | Documents, version, publication date, responsible owner. | true | true |
Approve dormant accounts | Company name, number, dormant period, registered office. | Dormant accounts, signing director, filing deadline, exemptions. | true | true |
High | ||||
Apply for voluntary strike off | Company name, number, registered office, trading status. | Eligibility, DS01 approval, notifications, assets, liabilities. | true | true |
Apply for company restoration | Company name, number, dissolution date, applicant details. | Restoration basis, filings, penalties, court or administrative route. | true | true |
Approve members' voluntary liquidation | Company name, number, accounts, assets, liabilities. | Solvency declaration, liquidator, shareholder resolution, timetable. | true | true |
Approve administration appointment | Company name, number, creditors, floating charge details. | Administrator, appointment route, qualifying charge, filing timetable. | true | true |
Approve creditors' voluntary liquidation | Company name, number, creditors, assets, liabilities. | Insolvency position, liquidator, creditor process, shareholder resolution. | true | true |
Medium | ||||
Approve annual budget | Company name, number, financial year, management accounts. | Budget version, assumptions, spending limits, delegated authorities. | true | true |
Approve capital expenditure | Company name, number, budget, authority limits. | Asset, supplier, cost, funding, delivery date, signatory. | true | true |
Approve major procurement | Company name, number, procurement policy, budget. | Supplier, goods or services, price, term, tender outcome. | true | true |
High | ||||
Open UK establishment or branch | Company name, number, overseas entity details, UK address. | Branch address, representatives, business activities, filings. | true | true |
Form overseas subsidiary | Parent company name, number, group structure, jurisdiction. | Subsidiary name, shareholding, directors, funding, local advisers. | true | true |
Medium | ||||
Appoint corporate representative | Company name, number, shareholding or membership details. | Representative name, meeting, voting authority, duration. | true | true |
High | ||||
Grant power of attorney | Company name, number, registered office, articles. | Attorney, powers, documents, limits, duration, deed execution. | true | true |
Low | ||||
Approve charitable donation | Company name, number, budget, objects or purpose. | Charity, amount, purpose, business benefit, payment date. | true | true |
High | ||||
Approve political donation | Company name, number, group companies, proposed recipient. | Amount, recipient, purpose, shareholder authority, reporting impact. | true | true |
Medium | ||||
Change principal business activity | Company name, number, existing activities, articles. | New activity, regulatory permissions, SIC update, launch date. | true | true |
High | ||||
Apply for regulatory authorisation | Company name, number, business model, controllers, officers. | Regulator, permissions, senior managers, application, fees. | true | true |
Low | ||||
Appoint accountants | Company name, number, accounting period, tax references. | Firm, services, fees, engagement letter, authorised contact. | true | true |
Medium | ||||
Approve VAT registration | Company name, number, turnover, business activities, address. | Registration basis, effective date, VAT scheme, agent authority. | true | true |
Approve PAYE registration | Company name, number, payroll start date, employees. | Employer registration, payroll provider, first pay date, agent. | true | true |
Authorise tax agent | Company name, number, tax references, agent details. | Taxes covered, agent powers, HMRC authorisation method, duration. | true | true |
What Information Is Usually Needed For A UK Board Resolution?
Most UK board resolutions need the company name, company number, registered office, meeting or written resolution details, the exact decision being approved, and the date the approval takes effect. Resolutions involving Companies House filings, share issues, director changes, registered office changes, or PSC matters usually need more precise statutory information because public filings or register updates may follow.
Which Board Resolutions Need The Most Detail?
- High-detail resolutions commonly include share allotments, share transfers, buybacks, loans to directors, substantial property transactions, grants of security, restructuring decisions, option schemes, and solvency-related approvals.
- Medium-detail resolutions commonly include bank account mandates, appointment of officers, dividend approvals, execution of contracts, change of registered office, and approval of statutory filings.
- Low-detail resolutions are usually routine administrative approvals, such as approving minutes, adopting a company seal, or noting completion of an earlier decision.
Do Director Names And Dates Matter?
Director participation is often important because board decisions depend on quorum, conflicts of interest, voting, and proper approval by the directors. Dates are particularly important where the decision has an effective date, filing deadline, accounting period, completion date, contract date, or Companies House notification requirement.
When Should A Shareholder Resolution Be Considered Too?
Some matters approved by directors may also require shareholder authority under the Companies Act 2006 or the company articles, including allotting shares, disapplying pre-emption rights, amending articles, approving certain director transactions, reducing capital, or authorising buybacks. A board resolution should therefore identify whether the board is only recommending a decision to shareholders or whether it has authority to approve the matter itself.

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