If you are searching board minutes vs resolution UK, the short answer is this: board minutes are the written record of what happened at a meeting, and a resolution is the actual decision that was taken. Minutes are the narrative; a resolution is the outcome. A single set of minutes will usually record several resolutions passed during one meeting, and a resolution can also be passed without any meeting at all, in writing. Under the Companies Act 2006, a UK company must keep minutes of directors' meetings, and directors and shareholders formalise decisions through resolutions. This guide explains where each fits, when you need which, and how to draft and share them without losing control. It is general information, not legal advice.
Founders, company secretaries and finance leads all bump into this distinction the moment they need to prove a decision was properly made: opening a bank account, issuing shares, approving a loan, or satisfying an investor's due diligence. Getting the paperwork right is not bureaucracy for its own sake; it is the evidence that your board acted lawfully and that the decision binds the company.
Board minutes: the record of the meeting
Board minutes are the official written account of a directors' meeting. They record who attended, who was absent, what was discussed, any conflicts of interest declared, the decisions reached, and often a short summary of the reasoning. They are not a verbatim transcript. Good minutes are concise and factual: they capture the resolutions passed and the key points that led to them, without reproducing every word spoken.
Keeping minutes is a legal obligation, not an optional courtesy. Under section 248 of the Companies Act 2006, a company must keep records of the proceedings of directors' meetings, and those records must be kept for at least ten years from the date of the meeting. Failure to do so is an offence by every officer of the company in default. So minutes are both a governance tool and a statutory record.
Minutes matter in practice because they are the primary evidence that a decision was taken correctly. If a shareholder, a lender, an auditor or a court later asks whether the board approved something, the minutes answer the question. They show that a quorum was present, that any director with a personal interest declared it and, where required, did not vote, and that the resolution was actually passed. Thin or missing minutes are one of the most common weaknesses surfaced during investment or acquisition due diligence, which is why a well-run company treats them as a discipline rather than an afterthought. Our guide to sharing board papers securely with directors covers how to circulate the pack that supports each meeting.
If you need a starting structure, our board minutes template guide walks through the standard sections and how to complete them.
Board resolutions: the decisions themselves
A resolution is a formal decision. At board level, a resolution is a decision of the directors; at member level, a resolution is a decision of the shareholders. The two operate under different rules and cover different matters, and it helps to keep them separate in your mind.
Directors' resolutions handle the day-to-day running of the company: approving contracts, appointing officers, authorising a bank mandate, allotting shares within an existing authority, or declaring an interim dividend. These are usually passed at a board meeting and recorded in the minutes, or passed as a written directors' resolution signed by all the directors entitled to vote, if the articles allow it. Most companies using the model articles can pass directors' decisions in writing without holding a meeting.
Shareholders' resolutions decide matters reserved to the members. These come in two main types. An ordinary resolution, under section 282 of the Companies Act 2006, needs a simple majority of more than 50 per cent and covers things like appointing directors or approving certain related-party transactions. A special resolution, under section 283, needs at least 75 per cent and is required for weightier changes such as amending the articles, changing the company name, or disapplying pre-emption rights. Shareholders of a private company can pass most resolutions in writing rather than at a general meeting, under the written resolution procedure in Part 13 of the Act. Our shareholders' written resolution template guide explains how that works and when to use it.
So the difference in one line: minutes record that a meeting happened and what was decided; a resolution is the decision, whether it was reached in a meeting (and minuted) or in writing (and signed). If you need the standalone document, our board resolution template guide gives you the format.
Which do you need, and when?
The practical question is usually not minutes or resolution, but which combination the situation calls for. A few common scenarios make it clear.
If your directors meet to make a decision, you need minutes, and those minutes will record the resolution or resolutions passed. That is the normal case: one meeting, one set of minutes, several resolutions inside it.
If your directors need to decide something quickly and the articles allow written decisions, you can pass a written directors' resolution without a meeting. There are no minutes as such, because there was no meeting, but the signed resolution is itself the record and should be filed with the company's books.
If the decision is reserved to shareholders, such as changing the articles or approving a substantial transaction, you need a members' resolution, ordinary or special depending on the matter. For a private company this is often done by written resolution rather than convening a general meeting.
Many corporate actions need both, in sequence. Issuing new shares to an investor, for example, typically involves a board resolution to allot the shares and a shareholders' resolution to grant or refresh the allotment authority and disapply pre-emption rights. An investor's lawyers will expect to see the full chain: the minutes, the resolutions, and the supporting documents, all consistent with one another. This is exactly the kind of paperwork that fills the corporate section of a fundraising or acquisition data room, alongside the items in our fundraising data room checklist.
How 99 Data Rooms handles minutes and resolutions
The governance paperwork of a company tends to live in two states: being drafted, and being shared with people who need to review or rely on it. 99 Data Rooms is built to handle both in one place, so the document you create is the same one you circulate, sign and store.
You can draft board minutes, a board resolution and a shareholders' written resolution from vetted England and Wales templates using our AI Legal Drafting feature. It is live in the product, and it works by assembling vetted clauses by ID from a library, not by inventing wording: you answer a few plain questions and it selects the matching clauses. It gives you a solid, current baseline to work from rather than finished legal advice, so anything material is worth a human review before you rely on it.
Once drafted, the documents move straight into a room. You can gate access so only a verified email holder with a one-time code can open the corporate pack, share each set of papers as a tracked, revocable link rather than an email attachment, and see page-by-page analytics telling you who actually opened them. When a resolution needs signing, directors can sign in the browser, and the executed PDF comes back with an audit certificate recording who signed, when, their IP and intent, plus a SHA-256 fingerprint. If access needs to end, one click revokes it. Drafted, gated, tracked, signed and stored: the whole governance loop stays inside your control.
Draft and share your board papers for free
You can draft board minutes, a board resolution and a shareholders' written resolution from vetted England and Wales clauses, keep them, and share or sign them inside 99 Data Rooms. The free tier is a real tier, not a trial: three rooms, twenty-five active links, forever, no card required. Start for free, draft the documents your board needs, and move up only when you want unlimited links, NDA gating or watermarking. The wider platform is in beta and improving fast, but the loop from draft to signed and stored already works in one place.
Sources
- Records of directors' meetings must be kept: Companies Act 2006, s.248, https://www.legislation.gov.uk/ukpga/2006/46/section/248
- Ordinary resolutions (simple majority): Companies Act 2006, s.282, https://www.legislation.gov.uk/ukpga/2006/46/section/282
- Special resolutions (75 per cent): Companies Act 2006, s.283, https://www.legislation.gov.uk/ukpga/2006/46/section/283
- Written resolutions of private companies: Companies Act 2006, Part 13, Chapter 2, https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/2
Are board minutes a legal requirement in the UK?
Yes. Section 248 of the Companies Act 2006 requires a company to keep minutes of all proceedings at directors' meetings, and to keep them for at least ten years. Not keeping them is an offence by every officer in default. This is general information, not legal advice.
Can a resolution be passed without a meeting?
Yes. Directors can pass written resolutions without a meeting if the articles allow, and private company shareholders can use the written resolution procedure in Part 13 of the Companies Act 2006 for most decisions. In those cases the signed resolution is the record, and there are no separate minutes.
What is the difference between an ordinary and a special resolution?
An ordinary resolution needs a simple majority of more than 50 per cent (section 282); a special resolution needs at least 75 per cent (section 283). Special resolutions are required for bigger constitutional changes such as amending the articles or disapplying pre-emption rights.
Do minutes need to be signed?
Minutes are usually signed by the chair of the meeting or the chair of the next meeting once approved as an accurate record. Under the Companies Act 2006, minutes signed by the chair are evidence of the proceedings. Signing electronically with an audit trail makes them easy to store and verify.
Who can see the minutes and resolutions?
Directors have a right to inspect the board's records. Shareholders have rights to certain records but not generally to board minutes. When you share governance documents with investors or advisers during due diligence, controlling who can open each file, and being able to revoke access, matters as much as the drafting.
Should I store minutes and resolutions together?
Keep them organised so the chain of a decision is easy to follow: the minutes that record a resolution, the resolution itself, and any supporting board paper. A structured room with version history keeps them consistent and ready for the moment an investor or auditor asks.