Company meetings and resolutions explained

Running a limited company means making decisions – some routine, some significant.

Company meetings and resolutions are the formal mechanisms that give those decisions legal weight. General meetings bring shareholders together for major changes, such as altering share capital. Board meetings handle operational and strategic decisions at director level.

In both cases, decisions are formalised through resolutions – ordinary, special, or board – and recorded in minutes that must be kept for at least 10 years.

Do limited companies need company meetings and resolutions?

Company meetings aren’t the most riveting activity – we’ll admit that. But can you just decide to scrap them? Unfortunately, not.

Meetings and resolutions are a cornerstone of good compliance. There are rules and regulations in place to ensure your company is properly governed in accordance with company law.

There’s a benefit for you, too. Amongst other things, these rules help protect you as a director. By keeping accurate minutes, you can demonstrate how you’ve considered your directors’ duties and made decisions in line with them.

• What company records and registers do I have to keep?
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What is a board meeting?

A board meeting is a formal meeting of a company’s directors. It’s where the board comes together to make important decisions that affect how the company operates.

Do all directors have to be present at a board meeting?

Not all directors need to be present, but the meeting must be ‘quorate’ – meaning the minimum number of directors required to make decisions must attend. That number is often two, but it depends on your articles of association.

How do you know what the minimum number is for your company? Check your articles. What constitutes the right quorum for your company will be set out in your articles of association.

What if you’re the only director?

Sole directors still need to make decisions formally. You can do these at a meeting (even if it’s just you!).

Of course, you’ll have to make sure that your articles of association specify that board meetings are quorate when one director is present. Otherwise, decisions that you take by yourself would be invalid.

What happens at the first board meeting?

So, you’re up and running, and you’ve got all the directors together for the first official board meeting. What’s on the agenda?

At the first board meeting, you’ll normally need to:

• Appoint roles, including a chairperson of the board, a company secretary (if applicable) and an accountant
• Acknowledge your statutory deadlines for filing annual accounts, confirmation statements, and tax returns
• Set up a business bank account
• Confirm each director’s remuneration
• Confirm contracts and agreements with suppliers and service providers
• Consider the marketing strategy and the general business strategy

All in all, the first board meeting lays the groundwork for good governance. By the end of the meeting, the directors should be aligned on their responsibilities and the company’s statutory obligations.

Which decisions do you need to call a board meeting for?

After the first meeting, you’ll typically call board meetings for several reasons, including:

• To make important decisions about the company
• To review the financial position of the business
• To discuss strategy

For instance, appointing a new director or approving a key supplier contract would typically be handled through a board meeting.

One thing to note is that you don’t necessarily need to make decisions at a board meeting; they can be carried out in writing, too. A resolution can be passed when all directors who are entitled to vote sign it or otherwise agree to it.

How do you call a board meeting? The legal requirements

Any director can call a board meeting, or they can ask the company secretary to call one. There are a few formalities you must comply with to ensure the meeting is valid.

Give notice

You must give notice of the meeting to all directors.

The required notice period – and whether it must be written or informal – will be set out in your articles of association. If not, the notice should be reasonable.

The notice will tell everyone the time, date, and location of the meeting. You don’t have to meet in person; meetings are often conducted online.

Circulate agenda and supporting papers

Circulating an agenda ahead of the meeting isn’t a strict legal requirement, but it helps proceedings run smoothly. Sharing relevant supporting documents in advance is also good practice – particularly for decisions that require careful consideration.

Do you need to keep board meeting minutes?

Yes. It’s a legal requirement that someone must take the minutes at a board meeting of a limited company. The minutes officially record the proceedings.

Once completed, the board minutes should be circulated to all directors who were present to review.

The chairperson of the meeting should sign the board minutes.

Limited companies are required by law to maintain copies of all minutes at their registered office or SAIL address (Single Alternative Inspection Location) for at least 10 years from the date of the meeting.

When do you need a shareholders’ meeting?

Shareholders’ meetings (also known as general meetings) are required for major company decisions such as altering the company’s articles.

You’ll need a shareholders’ meeting to approve a range of decisions, including the following:

Company constitution

• Altering the articles of association
• Altering the company’s objects (its purpose and aims)
• Approving the winding up of the company

Decisions about directors

• Appointing or removing directors
• Changing the directors’ powers

Financial decisions

• Appointing or removing auditors
• Approving significant financial transactions
• Approving the issue or transfer of shares where the directors are not authorised to do so
• Altering the company’s share capital
• Approving the creation of new share classes

Can shareholders request a meeting?

Yes. Shareholders holding at least 5% of the paid-up voting shares can request a general meeting.

Legal formalities for a shareholders’ meeting

The formalities for a shareholders’ meeting are set out in the Companies Act 2006, the company’s articles of association, and the shareholders’ agreement (if there is one in place).

Calling a shareholders’ meeting

To call a general meeting, you must give every member at least 14 days’ notice, though your company’s articles may specify a longer period. Certain resolutions also require “special notice”, which is 28 days.

In some instances, you can hold a general meeting for a private company with less notice if you have the consent of a majority of members holding at least 90% of the company’s voting rights.

What to put in the notice

Your notice for a general meeting should contain:

• The date, time, and location of the meeting (which can be online)
• General nature of the business to be conducted
• Intention to propose a special resolution (if applicable) and the specific wording of the resolution
• A statement that every shareholder has the right to appoint a proxy
• Date the notice is issued
• Name of the individual(s) calling the meeting

Taking the minutes

In a general meeting, somebody needs to take minutes to record the proceedings. The minutes record the names of all persons present and any formal decisions.

Formalising decisions

Any decisions taken by shareholders must be carried out by passing a resolution. Once passed, the decisions are legally binding.

You must file some resolutions with Companies House within 15 days. All special resolutions must be filed with Companies House, and some ordinary resolutions do too.

The ordinary resolutions you need to file at Companies House include:

• Changes to the articles of association
• Company name changes
• Share capital alterations
• Resolutions to allot shares or remove directors

Archiving minutes and resolutions

You must keep minutes and resolutions at your company’s registered office or Single Alternative Inspection Location (SAIL) address for 10 years.

What should you include in the minutes?

Typically, minutes of general meetings and board meetings should contain:

Company information

• Company name and registered office address
• Time, date, and location of the meeting

Attendees

• Names of attendees
• Apologies for absences
• Any proxies present (general meetings only)

Business of the meeting

• Proposals for consideration
• Proposed resolutions put to a vote at the meeting

Decisions taken

• Decisions taken (any resolutions passed)
• Queries and objections raised

AOB

• Any other matters raised or discussed during the meeting

Signatures

• Director or company secretary signature

Types of resolutions in a limited company

There are three types of resolution used in limited companies: ordinary, special, and board (also known as director resolutions). Here’s what each one means.

What’s an ordinary resolution?

Ordinary resolutions are used for certain shareholder decisions. To pass an ordinary resolution, you need over 50% of the shareholders’ votes to be cast in favour of it.

Use ordinary resolutions for routine decisions

The types of routine decisions often made by ordinary resolution include:

• Appointing and removing directors
• Approving final shareholder dividends
• Approving certain directors’ loans

What is a special resolution?

A special resolution is a motion that requires at least 75% of the eligible shareholders’ votes.

Critical decisions require special resolutions

This kind of resolution is reserved for the most critical decisions that can’t be passed by an ordinary resolution, such as:

• Changing a company name
• Reducing issued share capital
• Issuing more shares
• Creating different share classes
• Altering the articles of association
• Adding, removing, or altering pre-emption rights of shareholders
• Re-registering a company
• Changing a private company to a public company, or vice versa
• Winding up a company by members’ voluntary liquidation

Members vote on special resolutions at general meetings or by written resolution (unless restricted under the company’s articles or shareholders’ agreement).

Filing requirements for special resolutions

Once a special resolution is passed, you must:

• File it with Companies House within 15 days
• Give all shareholders a copy of the resolution
• Give a copy to the company auditor (in some cases)
• Keep a copy at your company’s registered office address or SAIL address for at least 10 years

What’s a board resolution?

Board resolutions are formal decisions taken by the directors, either at board meetings or in writing.

Which decisions can the board make?

The types of decisions that company directors make depend on the powers the shareholders grant them. The articles of association and shareholders’ agreement outline their rights and powers.

Typically, a simple majority of the directors is required to pass a board resolution at a board meeting. However, some companies amend their articles to include provisions specifying that a higher majority or unanimous agreement is required for some or all board meeting decisions. Additionally, director resolutions require unanimous approval by default (unless the articles provide otherwise).

Step-by-step: How to pass a resolution at a meeting in a limited company

Whether you’re passing an ordinary, special, or board resolution, the process follows the same core steps. Getting it right matters – decisions made without following the correct procedure may be invalid.

Step 1: Identify the resolution required

Confirm what type of resolution is required for the decision you want to make. Is it ordinary, special, or board? You can find this out from the Companies Act 2006, your articles of association, and any shareholders’ agreement, as applicable.

Step 2: Draft the proposed resolution

Write the resolution clearly, stating the exact wording of the decision.

Step 3: Give proper notice

For a general meeting, issue a notice to all shareholders with the meeting date, time, and business (at least 14 days’ notice, unless your company or the specific resolution requires longer).

For general meetings, you must provide a copy of the resolutions being proposed.

For board meetings, follow the notice rules in your articles of association or your company’s usual practice.

Step 4: Hold the meeting

Present the resolution and allow discussion among those present before moving to a vote.

Step 5: Vote on the resolution

Take a formal vote and pass the resolution if it meets the necessary threshold:

• Ordinary resolution – more than 50% in favour
• Special resolution – at least 75% in favour
• Board resolution – usually a majority of directors, unless the company articles say otherwise

If you don’t need a meeting for the resolution, you can collect signed approvals from members or directors.

Step 6: Record the decision

Record the decision in your meeting minutes.

Step 7: File with Companies House (if required)

File special resolutions and certain ordinary resolutions (e.g. those affecting share capital) with Companies House within 15 days.

Step 8: Notify relevant parties

Send copies to shareholders, auditors, or others entitled to notice.

Following this process ensures decisions are properly recorded, compliant, and actionable.

Keeping your company meetings and resolutions compliant

Running a limited company involves making decisions, some of which will happen through formal company meetings and resolutions.

Whether shareholders approve a change to your share capital or directors agree on a strategy, meetings and resolutions provide a clear record of any decisions made. Getting the process right helps keep your company compliant and prevent disputes.

For support with your legal obligations – from taking minutes to filing resolutions with Companies House – Rapid Formations can help. Get in touch with our team to learn how to keep your company compliant.