Meetings & Decision Making

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE SOME OF THE TEMPLATES BELOW.

Overview

This section provides the essential documentation required to record valid decisions made by your company’s directors and shareholders. Under UK law, a company cannot simply "decide" to do something; it must follow specific procedures to ensure those decisions are legally binding and compliant.

These templates cover the full lifecycle of corporate decision-making: from the board minutes required to approve routine contracts, to the written resolutions and general meeting documents needed for major constitutional changes.

When to use these documents

Recording routine director decisions, such as approving accounts, entering into contracts, or appointing a committee.
Making major company changes that require shareholder approval, such as changing the company name, updating the Articles of Association, or issuing new shares.
Holding formal meetings, including Annual General Meetings (AGMs) or calling a General Meeting to resolve a specific issue.
Moving to digital administration, such as authorising electronic communications with shareholders or conducting hybrid/virtual meetings.

Compliance and legal framework

Companies Act 2006 The law requires companies to keep minutes of all meetings of directors for at least 10 years. Failure to do so is an offence committed by every officer of the company. Similarly, shareholders’ decisions (Resolutions) must be formally recorded and, in many cases (such as Special Resolutions), filed with Companies House.

How the process works

For most significant company decisions, the process follows a hierarchy:

Board Approval: The directors meet to propose an action (e.g., adopting new Articles). This is recorded in Board Minutes.
Shareholder Approval: If the law or Articles require it, the proposal is put to the shareholders. For most SMEs, this is done via a Written Resolution rather than a physical meeting.
Formal Recording: If passed, the decision is recorded as a Shareholder Resolution (Ordinary or Special).
Filing: Certain resolutions and forms must be filed with Companies House within specific timeframes (usually 15 days for Special Resolutions).

Document Groups in this section

Company Board Meeting Minutes Minutes are the official record of what happens at a board meeting. They must be accurate and provide enough background for a reader to understand why a decision was made. This collection includes standard templates for routine business and specific minutes for tasks like approving loans, changing the registered office, or allotting shares.

Special and Ordinary Shareholders’ Resolutions Shareholders make decisions by passing resolutions.

Ordinary Resolutions: For routine business (requires a simple majority).
Special Resolutions: For major constitutional changes (requires a 75% majority). Most private companies now use the Written Resolution procedure to pass these without holding a physical meeting. Note that you cannot use a written resolution to remove a director or auditor.

Company General Meetings While private companies are no longer legally required to hold an Annual General Meeting (AGM), many still choose to do so, or may need to call a specific General Meeting to resolve issues. This section includes Notices, Agendas, Chairman’s Scripts, and Proxy forms for physical and hybrid (virtual) meetings.

Shareholder Letters & Forms This collection covers the administrative side of shareholder relations, including Consent to Short Notice (to hold meetings faster than the statutory notice period allows), proxy appointments, and letters regarding share subscriptions.

Electronic Communications The Companies Act 2006 allows companies to communicate with shareholders via email or a website, provided specific consent is obtained. These documents handle the authorisation process and notifications required to move your company communications online.

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Meetings & Decisions - Key Templates

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