Welcome to Simply-Docs

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. 

Companies make decisions through formal procedures, not informal agreements. To be legally effective and compliant, decisions of directors and shareholders must be properly approved, recorded and, where required, filed.

These templates cover day-to-day governance (board minutes for routine approvals) through to shareholder resolutions and general meeting paperwork for major changes.

When Should You Use These Templates?

✅ You need to record routine director decisions (for example, approving accounts, entering into contracts, or appointing a committee)
✅ You need shareholder approval for a significant change (for example, changing the company name, updating the Articles of Association, or approving certain share actions)
✅ You need to hold a formal meeting (for example, an AGM where your articles require it, or a general meeting to deal with a specific issue)
✅ You want to use electronic communications with shareholders, and you need the required consents and notices in place
✅ You are planning a hybrid or virtual meeting and need documents that align with what your articles allow

What Does The Law Require?

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 Does The Approval Process Work?

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

  1. Board approval. The directors approve or propose an action, recorded in board minutes.
  2. Shareholder approval (where required). If the law or the articles require it, the proposal is put to shareholders - often via a written resolution for private companies.
  3. Formal record. The decision is documented as an ordinary or special resolution (and supporting minutes, where applicable).
  4. Filing (where required). File the relevant resolution and/or forms at Companies House within the applicable deadline (often 15 days for special resolutions).

What Template Groups Are In This Section?

Company Board Meeting Minutes
Minutes are the official record of what the board decided. This set includes standard minutes for routine business and specific templates for common approvals (for example, loans, registered office changes, and share allotments).

Special and Ordinary Shareholders’ Resolutions
Shareholders make decisions by passing resolutions. Ordinary resolutions generally require a simple majority. Special resolutions are used for major constitutional changes and generally require at least 75% approval. Written resolutions are commonly used by private companies, but cannot be used to remove a director or an auditor.

Company General Meetings
Private companies are not required by law to hold an AGM, but some choose to do so, and many will need to call general meetings for specific decisions. This set includes notices, agendas, chairman’s scripts and proxy forms for physical and hybrid meetings (where permitted).

Shareholder Letters & Forms
Practical supporting templates for shareholder decisions, including consent to short notice, proxy appointments, and letters relating to share subscriptions and similar actions.

Electronic Communications
Templates to help you put the required consents and notifications in place so you can communicate with shareholders electronically (for example, by email or via a website).

Meetings & Decision Making is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

Frequently Asked Questions

We run a small limited company, do we really need formal paperwork for our decisions? +
Yes. Directors' decisions must be minuted and the minutes kept for at least ten years, and many shareholder decisions must be passed as formal ordinary or special resolutions, some of which are filed at Companies House. Informal agreement is not enough for matters like changing the articles or the company name. This Meetings & Decision Making section provides board minutes, resolutions, meeting notices and supporting letters for each stage.
Which decisions need shareholder approval rather than just a board decision? +
The Companies Act 2006 or your articles decide. Directors handle day to day management, but shareholders must approve major matters by special resolution (at least 75%), such as changing the articles or the company name, and others by ordinary resolution (over 50% of votes cast), such as the matters covered by this section's resolution templates, including certain loans to directors. Simply-Docs pairs board minutes with the matching shareholders' resolution for each step.
Do we have to send shareholder resolutions to Companies House? +
Some, yes. All special resolutions and certain ordinary resolutions (for example an authority to allot shares) must be filed within 15 days of being passed. Since 13 March 2023 Companies House will not accept minutes with the resolution embedded in them, so file a separate copy of the resolution itself. This section includes a Letter to Companies House for filing shareholders' resolutions to accompany the copy.
How long do we have to keep board minutes and shareholder resolutions? +
At least ten years. Minutes of directors' meetings must be kept for ten years from the meeting (section 248), and records of shareholders' resolutions, meeting minutes and decisions for ten years too (section 355). Failure is a criminal offence committed by every officer in default, and members are entitled to inspect the shareholder records. Simply-Docs' minutes and resolution templates give you compliant records from the start.
I am the only director, do I still need board minutes? +
Yes. The ten year minuting duty in section 248 applies to sole director companies, so record each decision as a written resolution or minute of the sole director. The High Court confirmed in Re KRF Services (UK) Ltd (2024) that a sole director can validly act under unamended model articles. The Sole Director Resolution Minutes Template in this section is designed for exactly this situation.

Simply-4-Business Ltd Registered in England and Wales No. 4868909, 20 Mortlake High Street, Mortlake, London SW14 8JN

Top