Board Resolution Template: How To Write And Use One For Your Company

If you run a limited company, you’ll eventually hit decisions that are worth documenting properly - even if you’re a small team, even if you’re the only director.

That’s where a board resolution comes in. It’s a formal record of a decision made by your company’s directors, and it can be crucial evidence that you followed the right process (especially if something is challenged later by shareholders, investors, a bank, or a regulator).

In this guide, we’ll break down when a board resolution is typically used, how to write one using a board resolution template, and how to store it so your company stays compliant and protected from day one.

What Is A Board Resolution (And Why Does It Matter)?

A board resolution is a written record of a decision made by a company’s board of directors. In a small business, “the board” might just be one or two directors - but the concept still applies.

In practice, a board resolution typically:

• states what decision the directors made (and when);
• confirms the directors had authority to make it under the company’s constitution (often the Articles of Association);
• records who approved it and whether it was unanimous; and
• authorises someone (often a director) to sign documents or take steps to implement the decision.

Why it matters: when your company deals with third parties, they often want proof that the person signing has authority and that the company approved the transaction. Banks, investors, landlords, and suppliers commonly request board resolutions for things like opening accounts, entering leases, or borrowing money.

From a legal perspective, board resolutions also help show you’re operating your company properly under the Companies Act 2006 and your company’s internal rules.

And practically? If you ever have a dispute later, a clean paper trail can save you a lot of stress.

When Do You Need A Board Resolution In The UK?

You don’t usually need a board resolution for every daily operational decision. But it’s a good idea to document decisions that are significant, sensitive, or likely to be relied on by a third party (and in some cases a third party may require one as part of their process).

Common situations where a board resolution is used include:

• Opening or changing a business bank account (the bank may ask for a resolution confirming authorised signatories)
• Approving a major contract (especially long-term, high-value, or risky agreements)
• Appointing a director (often involves board approval and Companies House filings)
• Issuing shares or approving an allotment (often requires both board and shareholder actions)
• Entering a commercial lease or approving a guarantee
• Taking out finance, loans, or granting security
• Approving dividends (often a directors’ decision for interim dividends, but final dividends are commonly approved by shareholders, depending on your Articles)
• Approving settlement of a dispute or instructing solicitors
• Appointing a company secretary or key signatories

It’s also worth noting that many companies use board resolutions alongside other internal records like board meeting minutes. Minutes usually record what happened during the meeting, whereas a resolution is the formal decision itself (often included within the minutes, or as a standalone written resolution).

Board Resolution Vs Shareholder Resolution: What’s The Difference?

This is a common point of confusion for small business owners.

• Board resolutions are made by directors and cover decisions within the directors’ powers.
• Shareholder resolutions are made by members/shareholders and are used when the law or the company’s constitution requires shareholder approval.

Some decisions need both (for example, certain share issues, amending the Articles, major reorganisations, or approving specific transactions where directors may have a conflict).

If you’re unsure which one you need, it’s worth getting clear on the correct process early - mixing up processes can create enforceability issues later.

For context, a lot of companies use a shareholder resolution format like an Ordinary Resolution for member approvals, while directors use a board resolution template for director approvals.

How To Write A Board Resolution Template (What To Include)

A strong board resolution template is simple, but it should be complete. You’re aiming for something that a third party can read and immediately understand:

• which company it relates to,
• who approved the decision,
• what decision was approved, and
• who is authorised to act on it.

Here are the key sections to include in a UK board resolution template.

1) Company Details

Include:

• Company name (exactly as registered)
• Company number
• Registered office address (optional but common)

2) Date And Method (Meeting Or Written Resolution)

Say whether the decision was made:

• at a board meeting (held at a location or via video call), or
• by a written resolution of the directors (the approval/signature requirements depend on your Articles - in many companies it’s unanimous, but this can vary).

Your Articles of Association often set out how board meetings and written director resolutions work, including quorum and notice requirements. If you haven’t reviewed your internal rules for a while, it can be worth checking your Company Constitution so your process matches what your company has agreed to follow.

3) Attendance And Quorum

If it’s a meeting, record which directors were present and confirm there was a quorum (i.e. enough directors present for decisions to be valid).

4) The Resolution Wording

Your resolution should be clear and action-focused. It often starts with:

• “IT WAS RESOLVED THAT:” (for a meeting), or
• “THE DIRECTORS RESOLVE THAT:” (for a written resolution).

Then you state the decision in numbered clauses.

5) Authority To Sign And Implement

This is one of the most useful parts of a board resolution, especially for third parties. You can authorise:

• a specific director (by name), or
• any director, or
• a combination (e.g. “any two directors”).

This ties into how your company executes documents. Some documents can be signed simply, others may need to be executed as a deed. If you’re dealing with deeds, guarantees, or property-related documents, make sure you understand the signing requirements under executing contracts and deeds.

6) Signatures

Board resolutions are generally signed by:

• the chair of the meeting (if there was a meeting), or
• the directors required under your Articles (for a written resolution - in many cases this means all eligible directors).

In most cases, the board resolution itself does not need to be witnessed. However, witnessing may be relevant to how certain documents approved by the resolution must be executed (for example, if a deed is being signed by an individual director in a way that requires a witness), or if a third party asks for additional formalities as part of their checks. If you’re unsure who can act as a witness, it’s worth checking who can witness a signature.

Board Resolution Template UK (Example You Can Adapt)

Below is an example board resolution template you can adapt for your company. Treat this as a starting point only - the right wording depends on what you’re approving, what your Articles say, and whether there are conflicts of interest or additional legal steps required.

BOARD RESOLUTION OF  (Company No. [●])

Date: [●]

The following directors of the Company:

(together, the Directors)

resolve as follows:

1. Approval Of 
IT IS RESOLVED THAT the Company approves and enters into 
on the terms presented to the Directors.

2. Authority To Finalise And Sign
IT IS RESOLVED THAT  is authorised on behalf of the Company to:
(a) negotiate, finalise and agree the terms of ; and
(b) sign and deliver all documents and do all things necessary to implement this resolution.

3. General Authority
IT IS RESOLVED THAT any Director of the Company is authorised to do all things and sign all documents
as may be necessary or desirable to give effect to these resolutions.

Signed:

_________________________

Director

_________________________

Director

Common Tweaks You Might Need

Depending on the decision, you may need to add clauses covering issues like:

• Conflict disclosures (e.g. where a director has a personal interest in the transaction)
• Banking authority (e.g. “authorised signatories” and account mandates)
• Share-related approvals (which might also require shareholder resolutions)
• Execution as a deed (where applicable)
• Document attachments (e.g. attaching the contract, term sheet, or key terms as a schedule)

If you’re documenting company decisions more broadly (not just a director decision), it can help to align the resolution format with how you record governance decisions generally - the approach in company resolutions is often a good reference point for keeping your internal records consistent.

How To Properly Pass And Store A Board Resolution

Writing a resolution is one thing. Making sure it’s valid and properly stored is what makes it useful later.

Step 1: Check Your Articles Of Association

Your Articles may set rules around:

• how much notice is needed for a board meeting,
• quorum requirements,
• whether written resolutions of directors are permitted (and what level of approval/signature is required), and
• how the chair is appointed and whether they have a casting vote.

If the decision is challenged, one of the first questions will be: “Did the board follow the company’s own rules?”

Step 2: Hold The Meeting Or Circulate The Written Resolution

For many small companies, written resolutions are the simplest approach. But if the decision is complex (or there’s disagreement), holding a meeting can be more practical.

If you do hold a meeting, keep minutes too - it’s a strong governance habit and makes future audits, fundraising, and due diligence much smoother.

Step 3: Sign And Date It

Make sure:

• the right people sign (as required by your Articles),
• names are legible and match official records, and
• the date is correct (and consistent with the meeting/written process).

Step 4: File It In Your Statutory Books / Company Records

Board resolutions should be kept with your company’s internal records. Even if you keep everything digitally, organise it like you would a “company minute book”, with folders for:

• board resolutions,
• shareholder resolutions,
• meeting minutes,
• registers (directors, shareholders, PSCs), and
• key constitutional documents.

Good record-keeping can be the difference between a smooth deal and a painful one if you later raise investment, sell your business, or deal with a dispute.

Common Mistakes To Avoid With A Board Resolution Template

A board resolution template is helpful, but templates can also create a false sense of security if you don’t tailor them.

Here are some common pitfalls we see with small businesses.

Using The Wrong Type Of Resolution

If the decision actually needs shareholder approval (or a special resolution) and you only pass a board resolution, you can end up with a decision that’s technically defective.

Not Checking Director Conflicts

Directors have duties under the Companies Act 2006, including duties around conflicts of interest. If a director is personally involved in a transaction (for example, contracting with their own separate business), you may need additional disclosures and approvals.

Vague Authority Clauses

Third parties often want very specific authority. “The director may do anything necessary” might not be enough for a bank or landlord.

It’s usually better to clearly name:

• the person authorised,
• what they’re authorised to sign, and
• any limits (e.g. value thresholds).

Not Aligning With Signature Requirements

Some documents can be signed by one director, while others need execution in a particular way (for example, as a deed, or with a witness). If you’re approving a document that has strict signing requirements, your board resolution should match the intended execution method.

Forgetting To Store It Properly

A board resolution you can’t find later is almost as bad as not having one at all.

Make record-keeping a habit - especially as your company grows and decisions become more frequent.

Key Takeaways

• A board resolution is a formal record of a directors’ decision and is commonly used for major company actions like contracts, banking, leases, and finance (and is sometimes requested by third parties).
• A good board resolution template should include company details, clear decision wording, authority to implement/sign, and proper signatures in line with your Articles.
• Always check your Articles of Association so your process (meeting vs written resolution, quorum, voting rules) is valid.
• Board resolutions are different from shareholder resolutions - some decisions require member approval as well as board approval.
• Be careful with conflicts of interest, vague wording, and signing requirements (especially for deeds and witness rules).
• Store board resolutions with your company records so you can evidence authority and decisions later during audits, disputes, fundraising, or a sale.

Disclaimer: This article is general information only and does not constitute legal advice. If you’d like advice on your specific situation, speak to a solicitor.

If you’d like help drafting or reviewing a board resolution (or making sure your company’s approval process is set up properly), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.