Board resolution: how to write one a bank or registrar will accept

A board resolution is a short written document recording a decision formally taken by a company’s directors — appointing an officer, approving a contract, changing a registered address, authorising a signatory. It is not the meeting record itself; the minutes describe the discussion, the resolution states the decision in the words the company will be held to. Third parties who ask for one — banks, registrars, buyers, funders — are not reading it for the reasoning. They are checking that the people who signed it had the power to decide, and that what was decided is stated precisely enough to act on.

Which is why resolutions get sent back. The decision was real, the directors did agree, and the document still fails because it says the board approved the lease rather than naming the property, the term and who may sign.

What a board resolution has to contain

• The company’s full registered name and number, exactly as registered — not the trading name.
• The date, and whether the decision was taken at a meeting or by written resolution of all directors.
• That the meeting was quorate, or that the written resolution was circulated to every director entitled to vote. This is the point most often omitted and most often queried.
• The resolution itself, in operative language: RESOLVED THAT … followed by one decision. Two decisions belong in two resolutions.
• Every specific a third party would need: names, amounts, account details, property, dates, limits.
• Who is authorised to act on it, by name and office, and what they may sign.
• The vote, if it was not unanimous — and any director who declared an interest and abstained.
• Signature of the chair or company secretary, with the date of signing.

The wording that gets rejected

Vague operative language is the single biggest cause of a resolution being refused. "The board approved the banking arrangements" tells a bank nothing it can act on; the bank needs to know which account, at which institution, opened by whom, with which people authorised to operate it and under what limits. The same applies to a registrar asked to record a change: the old detail and the new one both have to appear. Write the resolution as though the reader has no other document, because often that is exactly the case.

A resolution is dated when the decision was taken, not when somebody got round to writing it up. If those dates differ, say so — a resolution dated after the act it authorises is a problem that grows quietly until someone examines it in a due diligence process.

Meeting resolution or written resolution

A decision taken at a convened meeting requires a quorum and is recorded in the board meeting minutes template alongside the discussion. A written resolution skips the meeting: it is circulated and signed by the directors, usually all of them, and takes effect once the last signature arrives. Written resolutions are ordinary practice for routine approvals and are faster, but they leave no record of anything considered and rejected — so for a decision that may later be scrutinised, a meeting with proper minutes protects the directors better than a signature sheet does.

Directors’ resolutions and shareholders’ resolutions are different documents

A board resolution is passed by the directors. Some decisions are not theirs to take — amending the constitution, issuing new shares beyond an existing authority, removing a director, approving certain related-party transactions — and require a shareholder resolution instead, sometimes at a specified majority. Passing the wrong one is not a formatting error: the decision may simply be invalid. When a matter sits near that boundary, the company’s articles and any shareholders agreement decide which is required, and both are worth reading before drafting rather than after.

Keeping them where they can be found

Resolutions are consulted years later, usually in a hurry, by someone verifying that a signature on an old contract was authorised. Ettex Docs holds the drafts and the version history, so the wording that was approved is distinguishable from the wording someone edited afterwards; the signed copies and the register of what each one authorised sit in Ettex Records, and where every director has to sign a written resolution, Ettex Signature collects the signatures without a round of scanning.

To be direct about the limits: this is document and record keeping, not company secretarial software. There is no statutory filing, no automatic registrar submission and no legal check that a given decision needs a board rather than a shareholder resolution. For anything unusual, the articles and a lawyer decide that, not a template.

Two of these come up more than any other. A board resolution to open bank account is the one banks reject most often, usually for wording rather than authority. And the annual general meeting is where resolutions that members rather than directors must pass are taken — a distinction that decides whether a board resolution was the right instrument at all.