Company meetings and resolutions explained

Meetings and resolutions are key to running a limited company. Public companies must hold them by law, while most private companies can choose (unless their articles of association or shareholder agreements require them). Either way, they’re useful for making and recording decisions.

At the meetings, you’ll talk about important business affairs and make decisions that are critical to the company. Resolutions formally approve decisions and must be recorded accurately.

This guide explains how meetings and resolutions work, including board meetings, general meetings, and the different types of resolutions you may need to pass.

What is a general meeting in a limited company?

Any formal meeting of limited company members (the shareholders or guarantors) is called a general meeting.

For example, if the company wants to change its share capital and issue new shares, the shareholders must approve this in a general meeting.

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The conduct of these meetings is governed by the Companies Act 2006, the articles of association, and any shareholders’ agreement.

When are general meetings required?

Directors usually call a general meeting when members need to discuss and make formal decisions on matters like: 

• Appointing or removing directors
• Changing the directors’ powers
• Altering the articles of association
• Altering the shareholders’ agreement
• Appointing or removing auditors
• Reviewing annual accounts
• Approving significant financial transactions
• Changing the name or structure of the company
• Altering the company’s objects (its purpose and aims)
• 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 
• Dissolving the company 

For example, if the company wants to issue new shares to raise capital, shareholders typically approve this at a general meeting. 

Shareholders holding at least 5% of the company’s shares or voting rights can also request a general meeting. 

There’s no legal requirement for private limited companies to hold general meetings (unless explicitly required under the company’s articles). However, it’s best practice to still at least hold an Annual General Meeting (AGM).

How to provide notice of a general meeting

If you want to call a general meeting, you’ll need to give every member a notice period of at least 14 days (based on statutory rules). However, check your company’s articles first, as they might state a longer notice period.

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

Notice for a general meeting should contain:

• Date, time, and location of the meeting
• Type of general meeting
• 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 declaring that every shareholder has the right to appoint a proxy
• Date the notice is issued
• Name of the individual(s) calling the meeting

Upon a shareholder’s death or bankruptcy, you need to send notice to every member, director, and any person entitled to shares.

How shareholders make decisions at a general meeting

Shareholders discuss potential actions and then vote on them.

Any decisions taken by shareholders are formalised by passing a resolution. Once passed, the decisions are legally binding. Copies of certain resolutions must be filed with Companies House within 15 days.

The importance of general meetings

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

General meetings are formal shareholder gatherings, and there are a few key points to note:

• They’re required for major company decisions (e.g. altering articles, appointing directors)
• Notice must usually be at least 14 days
• Members with 5%+ of voting rights can request a meeting
• Minutes and resolutions must be recorded and kept at your company’s registered office or Single Alternative Inspection Location (SAIL) address for 10 years

Keeping these essentials in mind will help your company stay compliant and ensure decisions are properly documented.

What is a board meeting in a UK limited company?

A board meeting is a formal meeting of limited company directors.

Board meetings are required when directors need to make important decisions, present proposals, raise concerns, review the financial position of the business, and discuss strategies. For instance, appointing a new director or approving a key supplier contract would typically be handled through a board meeting.

By law, there’s no requirement for private companies to hold board meetings. However, it’s still beneficial to hold them if your company has multiple directors and members. 

What happens at the first board meeting?

The first board meeting of directors provides an opportunity for directors to discuss formalities, such as:

• Familiarising themselves with the company’s articles of association
• Determining the duties and responsibilities of directors
• Confirming the objectives, vision, and values of the company
• Issuing share certificates
• Appointing a chairperson of the board, company secretary and an accountant
• Company accounting, record-keeping, and statutory filing requirements
• Confirming the company’s accounting reference date (ARD) and statutory deadlines for filing annual accounts, confirmation statements, and tax returns
• Setting up a business bank account
• Confirming each director’s remuneration
• Hiring staff
• Contracts and agreements with suppliers and service providers
• Marketing strategies and other important business strategies

The first board meeting lays the groundwork for good governance, ensuring directors are aligned on their responsibilities and the company’s statutory obligations from the outset.

Legal requirements for board meetings

Statutory requirements mean someone must take minutes at limited company board meetings to officially record the proceedings. The rules apply even if your company only has one director.

Limited companies must maintain copies of all minutes at their registered office or SAIL address for a minimum period of ten years after the date of the meeting. To ensure compliance, you can outsource the maintenance of minutes and filing to a full company secretarial service.

Board meetings provide directors with a formal space to discuss business decisions:

• They allow directors to make strategic and operational decisions.
• They’re not required for private companies but recommended for good governance.
• The first board meeting covers formalities like issuing shares, appointing roles, and setting statutory deadlines.
• Minutes are a legal requirement and must be stored for 10 years.

Following board meeting guidance helps directors maintain good governance and meet their legal obligations.

Taking meeting minutes

Taking minutes is a legal requirement, but it is also beneficial because it provides a written record of a meeting. This greatly reduces the risk of mistakes, miscommunication, and disagreements later on.

What to include in general meeting and board meeting minutes

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

• Company name and registered office address
• Time, date, and location of the meeting
• Names of attendees
• Apologies for absences
• Any proxies present
• Proposals for consideration
• Proposed resolutions (‘motions’) put to a vote at the meeting 
• Decisions taken (any resolutions passed)
• Names of persons who supported or opposed any proposed resolutions
• Queries and objections raised
• Any other matters raised or discussed during the meeting
• Director or company secretary signature

Minutes are a legal requirement and act as an official record. They reduce the risk of disputes and miscommunication, ensure key details are captured, and should be kept for future reference and legal compliance.

What are company resolutions?

A company resolution is a legally binding decision made by directors or shareholders once the required majority approves it.

There are three types of company resolutions: ordinary, special and board.

Ordinary resolutions explained

Ordinary resolutions are used for shareholder decisions that don’t require a special resolution under the Companies Act 2006, the articles of association, or a shareholders’ agreement.

The types of routine decisions made by ordinary resolution include: 

• Appointing and removing directors
• Appointing and removing company secretaries
• Directors’ employment contracts
• Amending the directors’ powers set out in the articles and shareholders’ agreement
• Approving annual accounts
• Authorising the transfer of shares
• Approving shareholder dividends and directors’ loans

To pass an ordinary resolution, a simple majority (above 50%) of eligible shareholders’ votes must be cast in favour of the motion (either in a general meeting or via writing, if a meeting isn’t required).

For example, an ordinary resolution will be passed if over half of a company’s shareholders vote to approve its annual accounts.

Special resolutions explained

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

So, if you want to change your company’s name, it requires a special resolution with 75% shareholder approval.

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

Special resolutions must be delivered to Companies House by post within 15 days of being passed. You must also give all shareholders and the company auditor a copy. Furthermore, you’ll need to keep a copy of all resolutions at your company’s registered office address or SAIL address for at least 10 years.

Board resolutions explained

Board resolutions are formal decisions taken by the directors, either at board meetings or in writing. The types of decisions that company directors make depend on the powers they’re granted by the shareholders. The articles of association and shareholders’ agreement outline their rights and powers.

Typically, a simple majority vote of the directors is all that is required to pass a board resolution. However, some companies amend their articles to include provisions specifying that a higher majority or unanimous agreement is required for some or all board resolutions.

Ordinary vs special vs board resolutions

Here’s how ordinary, special, and board resolutions compare.

What are written resolutions, and how do they work?

Written resolutions let shareholders make decisions without a meeting, providing a practical alternative when a general meeting isn’t feasible – a common consideration in written resolution vs general meeting scenarios.

A small family-run company might use a written resolution to approve its annual accounts quickly. At the same time, a startup raising investment may circulate one to approve the issue of new shares. They’re also common in companies with overseas shareholders, where travel isn’t practical, or in single-shareholder companies where calling a meeting wouldn’t serve any purpose.

Any written ordinary resolution must be passed by a simple majority of shareholders’ votes, and written special resolutions require a 75% majority vote.

Shareholders cast their votes either by signing a paper document or indicating their decision electronically.

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

Whether you’re looking to pass an ordinary, special or board resolution, passing a resolution follows a straightforward process. You need to follow it to ensure decisions are made and recorded in a compliant way.

Step 1: Identify the decision needed

• Confirm what type of resolution is required (is it ordinary, special, or board?).
• Check the Companies Act 2006, your articles of association, and any shareholders’ agreement for specific requirements.

Step 2: Draft the proposed resolution

• Write the resolution clearly, stating the exact wording of the decision.
• If it’s a special resolution, you need to specify that.

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

Step 4: Hold the meeting (if required)

• If you need a meeting, present the resolution to members (general meeting) or directors (board meeting).
• Allow discussion before voting.
• Take a formal vote and pass the resolution if it passes 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.

Step 5: Pass the resolution in writing (if applicable)

• If you don’t need a meeting, circulate the written resolution to members or directors.
• Collect signed approvals (paper or electronic).

Step 6: Record the decision

• Take minutes of the meeting.
• Keep copies of any signed written resolutions.
• Store them at the registered office or SAIL address for at least 10 years.

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.
• Implement the decision in the company’s records and day-to-day operations.

After following these steps, you’ll have passed a legally binding resolution, whether ordinary, special, or board. Ordinary resolutions need over 50% of shareholder votes, special resolutions require at least 75%, and board resolutions usually pass with a majority of directors. Certain resolutions must be filed with Companies House within 15 days, while written resolutions offer an alternative when meetings aren’t needed. Following this process ensures decisions are properly recorded, compliant, and actionable.

Company meetings and resolutions glossary

Unsure what some of the terms we’ve used mean? We’ve got you.

• Articles of association – The rulebook for how a company is run. It sets out directors’ powers, how decisions are made, and shareholders’ rights.
• Board resolution – A formal decision made by company directors.
• Companies House – The official government registrar of companies in the UK, where you must file company information and certain resolutions.
• Ordinary resolution – A decision passed by shareholders with more than 50% of the votes in favour.
• Pre-emption rights – Rights that give existing shareholders the first option to buy new shares before offering them to outside investors.
• SAIL (Single Alternative Inspection Location) address – An official address where a company can keep certain statutory records instead of the registered office.
• Shareholders’ agreement – A private contract between shareholders that can give extra rights, responsibilities, or restrictions. 
• Special resolution – A more important decision that requires at least 75% of shareholder votes to pass.

Understanding key terms will help you confidently navigate company meetings and resolutions and ensure your business stays compliant.

Get your company meetings and resolutions right

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 prevents disputes.

For support with keeping on top of your legal obligations, turn to Rapid Formations. We’ll help you get set up – and soar.