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 support the full lifecycle of corporate decision-making: from board minutes approving routine contracts to written resolutions and general meeting documents for major constitutional changes.

When Should You Use These Templates?

Use this section when you need to:

✅ record routine director decisions, such as approving accounts, entering into contracts, or appointing a committee
✅ make major company changes that require shareholder approval, such as changing the company name, updating the Articles of Association, or issuing new shares
✅ hold formal meetings, including Annual General Meetings (AGMs) or General Meetings to resolve specific issues
✅ move to digital administration, such as authorising electronic communications with shareholders or conducting hybrid/virtual meetings

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 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).

What Document Groups Are In This Section?

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

Special and Ordinary Shareholders’ Resolutions
Shareholders make decisions by passing resolutions. Ordinary resolutions are used for routine business and pass by a simple majority. Special resolutions are reserved for major constitutional changes and usually require at least 75% approval. Most private companies now use the written resolution procedure to pass these without holding a physical meeting. Note that written resolutions cannot be used to remove a director or an auditor.

Company General Meetings
Although private companies are no longer required by law to hold an AGM, some choose to do so, and many will need to call general meetings to deal with specific issues. This section includes notices, agendas, chairman’s scripts and proxy forms for physical and hybrid (virtual) meetings.

Shareholder Letters & Forms
These documents support the practical administration of shareholder decisions. They include consent to short notice (to enable meetings to be held on reduced notice), proxy appointments and letters relating to share subscriptions and similar matters.

Electronic Communications
The Companies Act 2006 allows companies to communicate with shareholders electronically (for example, by email or via a website), provided the necessary consents and notifications are in place. This section contains documents to authorise electronic communications and to notify shareholders of the change, helping you move your company communications online in a compliant way.

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Meetings & Decisions - Key Templates

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