Knowledge Hub
for Growth


The dangers of using online platforms for board minutes and resolutions

Records of the decisions or resolutions passed at a board meeting are recorded in board minutes. Sometimes the drafting and signing of board minutes is treated as an administrative ‘tick in the box’ exercise but the consequences of getting them wrong can be detrimental both to a business and its directors. Seeking legal advice on the drafting of these documents may be more expensive in the short-run but could save a business a great deal of money and worry in the long-run.

What are board minutes and board resolutions?

The directors will typically take decisions together on behalf of the company as a board of directors in accordance with the constitution of the company. These decisions will be made at a meeting of the board (a board resolution) and recorded in board minutes. Some decisions may also be taken without a meeting and recorded in a written resolution (directors’ written resolution).        

Board minutes

Every company is required by law to take minutes of every board meeting. Board minutes should be an accurate record of the decisions taken at the meeting and in the case of significant resolutions, should provide reasons for the decision in order to help discharge a director’s statutory duties. 

Board minutes serve a number of important purposes for a company and its officers. They not only serve as a written record for the board itself but provide evidence of correct decision-making procedures if ever needed in disputes or litigation.

For more information on boards and board management, please see our article How to build and manage a board of directors.

Director’s written resolution

These allow directors to take decisions without the need to call and hold a board meeting and are generally used for more routine decision making.

The decision must be taken unanimously by all eligible directors but does not need to be taken at the same time, as the resolution will come into effect as soon as the final director agrees.

The articles of association must be checked to ensure they allow for this form of directors’ decision-making. The standard form articles Table A and the Model Articles do both allow for decisions to be taken by way of directors’ written resolutions.  

For more detailed information on the different types of resolution and record keeping, please see our article Meetings and resolutions in company law: an overview.

What are the risks of using online platforms to source template documents?

Many online platforms and corporate governance software now offer template board minutes and written resolutions as part of their package. This may seem like a simple solution to get these documents drafted so you can move forward with the ‘more important’ matters but the risks of going down this route are substantial.

The platforms are not regulated by the SRA so they are not held to the same high standards as law firms. The templates may be out of date and/or not fully compliant with English law. Once drafted, the documents may not be reviewed by a lawyer to ensure that they work for the individual business.

Lawyers can also advise on the execution of the documents and on record keeping and inspection rights to ensure that companies and directors are in compliance and are not at risk of fines or worse.

What legal issues might arise from using online platforms for board minutes?

Records of director decision-making can be crucial as primary evidence in any disputes or litigation which the company or a director may face. This is why it is so important to get them right. Mistakes in the way the documents are drafted or procedures being incorrectly followed can render decisions invalid which could have a devastating impact on a business financially and even result in civil and criminal liability for a director for breach of company law.

What best practices can help mitigate the dangers of online platforms for board minutes?

Best practices include checking all procedural requirements are met and decisions are taken in compliance with constitutional and company documents. These will include the articles of association, any shareholders’ agreements and any delegation of authority documents.  

The articles and shareholders’ agreements should be reviewed to ensure the meeting is being called and held in the correct way, which will include notice and quorum requirements. Any potential conflicts of interest should be considered, dealt with and documented properly to ensure resolutions are validly passed.

Our team can navigate through all of the above to ensure that any board resolutions are valid and to safeguard against potential directors’ liability. If you need assistance, fill out the short contact form below or call us on 0800 689 1700 and a member of the team will be in contact.

About our expert

Adam Kudryl

Adam Kudryl

Chief Legal Officer & Head of Corporate
Having qualified as a solicitor in 2003, Adam has over 20 years' experience in advising businesses on their growth and exit strategies. Adam joined Harper James as a Partner in 2018 and became Head of Corporate in 2022. As of April 2024, Adam’s new role is Chief Legal Officer & Head of Corporate. In this role, he is responsible for the legal services aspects of Harper James and for defining the firm’s strategic vision and objectives to achieve our long-term goals, together with our CEO, Toby Harper, and the other senior leaders.


What next?

Please leave us your details and we’ll contact you to discuss your situation and legal requirements. There’s no charge for your initial consultation, and no-obligation to instruct us. We aim to respond to all messages received within 24 hours.

Your data will only be used by Harper James Solicitors. We will never sell your data and promise to keep it secure. You can find further information in our Privacy Policy.


Our offices

A national law firm

A national law firm

Our commercial lawyers are based in or close to major cities across the UK, providing expert legal advice to clients both locally and nationally.

We mainly work remotely, so we can work with you wherever you are. But we can arrange face-to-face meeting at our offices or a location of your choosing.

Head Office

Floor 5, Cavendish House, 39-41 Waterloo Street, Birmingham, B2 5PP
Regional Spaces

Capital Tower Business Centre, 3rd Floor, Capital Tower, Greyfriars Road, Cardiff, CF10 3AG
Stirling House, Cambridge Innovation Park, Denny End Road, Waterbeach, Cambridge, CB25 9QE
13th Floor, Piccadilly Plaza, Manchester, M1 4BT
10 Fitzroy Square, London, W1T 5HP
Harwell Innovation Centre, 173 Curie Avenue, Harwell, Oxfordshire, OX11 0QG
1st Floor, Dearing House, 1 Young St, Sheffield, S1 4UP
White Building Studios, 1-4 Cumberland Place, Southampton, SO15 2NP
A national law firm

Like what you’re reading?

Get new articles delivered to your inbox

Join 8,153 entrepreneurs reading our latest news, guides and insights.

Subscribe


To access legal support from just £145 per hour arrange your no-obligation initial consultation to discuss your business requirements.

Make an enquiry