Board decisions, from motion to minutes

Most small boards make their decisions around a table, or by passing a document round to sign. The Companies Act 2006 sets the rules for both. It also says what has to be written down afterwards. This page sets out the rules a small company's directors, or a charity's trustees, most often need. The Act's wording here comes from legislation.gov.uk, as it read on 19 October 2026.

Deciding without a meeting

The members of a private company can make most decisions on paper. Under section 281(1), they pass a resolution either "as a written resolution" or "at a meeting of the members". In section 288(1), a written resolution is defined as "a resolution of a private company proposed and passed in accordance with this Chapter". The directors can propose one, and so can the members (s.288(3)).

Two decisions always need a meeting. Under section 288(2), the members cannot use a written resolution for removing a director "before the expiration of his period of office". The same goes for removing an auditor "before the expiration of his term of office".

The majority you need

Most decisions by the members are ordinary resolutions. In the words of section 282(1), an ordinary resolution "means a resolution that is passed by a simple majority". The count depends on how the vote happens.

A special resolution needs more support. Under section 283(1), it is "a resolution passed by a majority of not less than 75%". A written resolution only counts as special if it said so when someone proposed it (s.283(3)).

Where the Act asks for a resolution without saying which kind, an ordinary one will do, unless the company's articles ask for more (s.281(3)). Votes at a meeting of the directors follow the articles too. If the articles say something different, or there is a dispute, a solicitor can advise.

Declaring an interest

Now and then a director stands to gain from something the company is about to agree. Section 177(1) says: "If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors."

The director can declare it at a meeting of the directors, or by notice to them (s.177(2)). The declaration has to come before the company enters into the transaction (s.177(4)).

What the minutes must cover

Someone at every board meeting writes down what happened. Under section 248(1), "Every company must cause minutes of all proceedings at meetings of its directors to be recorded." The company keeps them "for at least ten years from the date of the meeting" (s.248(2)). If it fails to, "an offence is committed by every officer of the company who is in default" (s.248(3)).

If you are trustees

Charity trustees make their decisions together. In England and Wales, the Charity Commission tells trustees, in its guide The essential trustee (CC3), that they "must act collectively (jointly)". The Commission says decisions "do not usually have to be unanimous (depending on your governing document)". A trustee who strongly disagrees with a decision can ask for that disagreement to be recorded in the minutes of the meeting.

On conflicts, the Commission says trustees "must declare conflicts of interest (or loyalty)". They "should record the conflict of interest (or loyalty) and how it was dealt with". In Scotland, trustees look to the Scottish Charity Regulator (OSCR). In Northern Ireland, they look to the Charity Commission for Northern Ireland. Both publish their own guidance for trustees.

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