A board resolution in the United Kingdom is a formal decision taken by the directors of a company, governed by the Companies Act 2006 (CA 2006) and the company's articles of association. Under s.171 CA 2006, directors must act within their powers, and board resolutions constitute the mechanism through which directors collectively exercise those powers. The model articles for private companies limited by shares (Schedule 1, The Companies (Model Articles) Regulations 2008) provide default governance rules that apply unless the company adopts bespoke articles.
Board meetings and proceedings are governed by ss.248-250 CA 2006 (records of meetings) and the company's articles. Under the model articles (Article 7), the quorum for directors' meetings is two unless otherwise specified, and decisions require a majority vote of participating directors. The chairman has a casting vote where votes are equal. Directors may participate by telephone or other means allowing mutual communication (Article 10). Notice requirements are set by the articles; the model articles require "reasonable notice" without specifying a minimum period.
Written resolutions of directors (distinct from shareholder written resolutions under ss.288-300 CA 2006) are permitted by the model articles (Article 8), allowing directors to take decisions without a meeting if all eligible directors indicate agreement to the resolution. This is in contrast to shareholder written resolutions, which require only the requisite majority. The written resolution must be recorded and kept with the company's records. Section 248 CA 2006 mandates that minutes of all directors' meetings be kept for at least ten years, and failure to do so is a criminal offence under s.248(4).
Certain matters require board approval by law: s.188 (directors' service contracts exceeding two years), s.190 (substantial property transactions involving directors), s.197 (loans to directors), and s.551 (authority to allot shares, subject to shareholder authorization). The board must also approve the annual accounts (s.414) and the directors' report (s.415). Certified board resolutions are routinely required by banks, Companies House, and contractual counterparties to evidence corporate authority. The resolution should record the date, attendees, quorum verification, declarations of interest under s.177, and the precise terms of the decision taken.