Running a limited company means making decisions – some routine, some significant.
Company meetings and resolutions are the formal mechanisms that give those decisions legal weight. General meetings bring shareholders together for major changes, such as altering share capital. Board meetings handle operational and strategic decisions at director level.
In both cases, decisions are formalised through resolutions – ordinary, special, or board – and recorded in minutes that must be kept for at least 10 years.
Company meetings aren’t the most riveting activity – we’ll admit that. But can you just decide to scrap them? Unfortunately not.
Meetings and resolutions are a cornerstone of good compliance. There are rules and regulations in place to ensure your company is properly governed in accordance with company law.
There’s a benefit for you, too. Amongst other things, these rules help protect you as a director. By keeping accurate minutes, you can demonstrate how you’ve considered your directors’ duties and made decisions in line with them.
A board meeting is a formal meeting of a company’s directors. It’s where the board comes together to make important decisions that affect how the company operates.
Not all directors need to be present, but the meeting must be ‘quorate’ – meaning the minimum number of directors required to make decisions must attend. That number is often two, but it depends on your articles of association.
How do you know what the minimum number is for your company? Check your articles of association, which will set out what constitutes a quorum (i.e. the minimum number required).
Sole directors still need to make decisions formally. You can do these at a meeting (even if it’s just you!).
Of course, you’ll have to make sure that your articles of association specify that board meetings are quorate when one director is present. Otherwise, decisions that you take by yourself would be invalid.
So, you’re up and running, and you’ve got all the directors together for the first official board meeting. What’s on the agenda?
At the first board meeting, you’ll normally need to:
All in all, the first board meeting lays the groundwork for good governance. By the end of the meeting, the directors should be aligned on their responsibilities and the company’s statutory obligations.
After the first meeting, you’ll typically call board meetings for several reasons, including:
For instance, appointing a new director or approving a key supplier contract would typically be handled through a board meeting.
One thing to note is that you don’t necessarily need to make decisions at a board meeting; they can be carried out in writing, too. A resolution can be passed when all directors who are entitled to vote sign it or otherwise agree to it.
Any director can call a board meeting, or they can ask the company secretary to call one. There are a few formalities you must comply with to ensure the meeting is valid.
You must give notice of the meeting to all directors.
The required notice period – and whether it must be written or informal – will be set out in your articles of association. If not, the notice should be reasonable.
The notice will tell everyone the time, date, and location of the meeting. You don’t have to meet in person; meetings are often conducted online.
Circulating an agenda ahead of the meeting isn’t a strict legal requirement, but it helps proceedings run smoothly. Sharing relevant supporting documents in advance is also good practice – particularly for decisions that require careful consideration.
Yes. It’s a legal requirement that someone must take the minutes at a board meeting of a limited company. The minutes officially record the proceedings.
Once completed, the board minutes should be circulated to all directors who were present to review.
The chairperson of the meeting should sign the board minutes.
Limited companies are required by law to maintain copies of all minutes at their registered office or SAIL address (Single Alternative Inspection Location) for at least 10 years from the date of the meeting.
Shareholders’ meetings (also known as general meetings) are required for major company decisions such as altering the company’s articles.
You’ll need a shareholders’ meeting to approve a range of decisions, including the following:
Company constitution
Decisions about directors
Yes. Shareholders holding at least 5% of the paid-up voting shares can request a general meeting.
The formalities for a shareholders’ meeting are set out in the Companies Act 2006, the company’s articles of association, and the shareholders’ agreement (if there is one in place).
To call a general meeting, you must give every member at least 14 days’ notice, though your company’s articles may specify a longer period. Certain resolutions also require “special notice”, which is 28 days.
In some instances, you can hold a general meeting for a private company with less notice if you have the consent of a majority of members holding at least 90% of the company’s voting rights.
Your notice for a general meeting should contain:
In a general meeting, somebody needs to take minutes to record the proceedings. The minutes record the names of all persons present and any formal decisions.
Any decisions taken by shareholders must be carried out by passing a resolution. Once passed, the decisions are legally binding.
You must file some resolutions with Companies House within 15 days. All special resolutions must be filed with Companies House, and some ordinary resolutions do too.
The ordinary resolutions you need to file at Companies House include:
You must keep minutes and resolutions at your company’s registered office or Single Alternative Inspection Location (SAIL) address for 10 years.
Typically, minutes of general meetings and board meetings should contain:
Business of the meeting
There are three types of resolution used in limited companies: ordinary, special, and board (also known as director resolutions). Here’s what each one means.
Ordinary resolutions are used for certain shareholder decisions. To pass an ordinary resolution, you need over 50% of the shareholders’ votes to be cast in favour of it.
The types of routine decisions often made by ordinary resolution include:
A special resolution is a motion that requires at least 75% of the eligible shareholders’ votes.
This kind of resolution is reserved for the most critical decisions that can’t be passed by an ordinary resolution, such as:
Members vote on special resolutions at general meetings or by written resolution (unless restricted under the company’s articles or shareholders’ agreement).
Once a special resolution is passed, you must:
Board resolutions are formal decisions taken by the directors, either at board meetings or in writing.
The types of decisions that company directors make depend on the powers the shareholders grant them. The articles of association and shareholders’ agreement outline their rights and powers.
Typically, a simple majority of the directors is required to pass a board resolution at a board meeting. However, some companies amend their articles to include provisions specifying that a higher majority or unanimous agreement is required for some or all board meeting decisions. Additionally, director resolutions require unanimous approval by default (unless the articles provide otherwise).
Whether you’re passing an ordinary, special, or board resolution, the process follows the same core steps. Getting it right matters – decisions made without following the correct procedure may be invalid.
Confirm what type of resolution is required for the decision you want to make. Is it ordinary, special, or board? You can find this out from the Companies Act 2006, your articles of association, and any shareholders’ agreement, as applicable.
Write the resolution clearly, stating the exact wording of the decision.
For a general meeting, issue a notice to all shareholders with the meeting date, time, and business (at least 14 days’ notice, unless your company or the specific resolution requires longer).
For general meetings, you must provide a copy of the resolutions being proposed.
For board meetings, follow the notice rules in your articles of association or your company’s usual practice.
Present the resolution and allow discussion among those present before moving to a vote.
Take a formal vote and pass the resolution if it meets the necessary threshold:
If you don’t need a meeting for the resolution, you can collect signed approvals from members or directors.
Record the decision in your meeting minutes.
File special resolutions and certain ordinary resolutions (e.g. those affecting share capital) with Companies House within 15 days.
Send copies to shareholders, auditors, or others entitled to notice.
Following this process ensures decisions are properly recorded, compliant, and actionable.
Running a limited company involves making decisions, some of which will happen through formal company meetings and resolutions.
Whether shareholders approve a change to your share capital or directors agree on a strategy, meetings and resolutions provide a clear record of any decisions made. Getting the process right helps keep your company compliant and prevent disputes.
For support with your legal obligations – from taking minutes to filing resolutions with Companies House – Rapid Formations can help. Get in touch with our team to learn how to keep your company compliant.
There is no legal requirement for private limited companies to hold a certain number of general meetings every year.
However, it is generally best practice to hold one annual general meeting (AGM) every year. At an AGM, you will generally review accounts, reappoint directors, or manage shareholder relations.
Your articles of association may specify how many general meetings you must hold every year, so check those first.
There is no legal minimum for the number of board meetings a private company must hold, but best practices suggest holding them with sufficient frequency to ensure directors meet their duties and the company remains on track.
We usually recommend holding a board meeting at least once a quarter. In the early stages of a business, directors may choose to meet more frequently, often holding monthly board meetings.
No. Most private limited companies don’t need a secretary by law. However, many directors find it useful to outsource tasks like taking minutes and filing documents. This helps ensure records are accurate, and deadlines aren’t missed.
Yes, if your company’s articles of association don’t restrict it. Online meetings are now common practice, and platforms such as Zoom or Microsoft Teams are widely used. The usual rules on notice periods, quorum, and minute-keeping still apply.
There is no automatic financial penalty for late filing of a resolution, but it can cause practical problems. For example, third parties relying on the public register may have an incomplete picture, and in some cases, the validity of the underlying transaction could be questioned.
In some cases, yes. If a resolution breaks company law, conflicts with the articles of association, or affects shareholder rights, members can apply to court. These situations are complex, so it’s sensible to seek professional advice before taking action.