“A resolution isn’t just a formality – it’s the written proof that the company has acted lawfully, with authority, and on the record.” – Matt Glynn

The company secretary is responsible for ensuring that all corporate decisions made by the board or shareholders are formally documented as resolutions. These are not just administrative niceties; they are legal records that protect the company, its directors, and its shareholders.

In this Station, we will break down the different types of resolutions that must be maintained, what they record, and why they are critical for governance, compliance, and operational continuity.

1. Board Resolutions

◼️Purpose: Capture decisions made by the board of directors during board meetings or by written consent.

◼️Examples: Approval of contracts, appointment of officers, authorising bank accounts, issuing shares.

◼️PAA: What is a board resolution? – A formal record of a decision taken by the company’s board of directors.

◼️PAA: How long do you have to keep board resolutions? – Generally for the life of the company, but check your jurisdiction.

2. Shareholder Ordinary Resolutions

◼️Purpose: Passed by a simple majority (usually >50%) of shareholders.

◼️Examples: Appointment/removal of directors, approving dividends, amending articles within certain limits.

◼️PAA: When is an ordinary resolution required? – For standard shareholder decisions that don’t require special thresholds.

3. Shareholder Special Resolutions

◼️Purpose: Require a higher approval threshold (typically 75%).

◼️Examples: Changing company name, altering share capital, amending the constitution/articles of association.

◼️PAA: Why does a special resolution need 75% approval? – To protect minority shareholders from significant changes being made too easily.

◼️PAA: Can a special resolution be passed without a meeting? – In some jurisdictions, yes, via written resolution if 100% of eligible shareholders agree.

4. Written Resolutions

◼️Purpose: Enable decisions to be made without a meeting if all eligible members agree.

◼️Examples: Routine approvals where convening a meeting is impractical.

◼️PAA: Are written resolutions legally binding? – Yes, if they comply with statutory requirements.

◼️PAA: What’s the difference between a written resolution and minutes? – A resolution records a decision; minutes record the discussion and decisions.

5. Resolutions of Committees

◼️Purpose: Record decisions of board sub-committees (audit, risk, remuneration, etc.).

◼️Examples: Approval of audit reports, risk mitigation plans, executive pay structures.

◼️PAA: Do committee resolutions carry the same weight as board resolutions? – They apply within the committee’s delegated authority but may require board ratification.

6. Resolutions in Lieu of Meetings

◼️Purpose: Used in jurisdictions where decisions can be taken outside formal meetings by circulating a resolution for unanimous consent.

◼️Examples: Quick approval of urgent commercial actions.

◼️PAA: When should you use a resolution in lieu of a meeting? – For urgent matters where a formal meeting is impractical.

7. Regulatory or Statutory Resolutions

◼️Purpose: Required by law for specific compliance actions.

◼️Examples: Approving financial statements before filing, approving prospectus before submission.

◼️PAA: Which resolutions must be filed with regulators? – Varies by jurisdiction but usually includes changes to share capital, directors, and constitutional documents.

This is an important stage of the company secretarial journey because;

◼️Legal compliance: Resolutions provide evidence of lawful corporate decision-making.

◼️Historical record: They form part of the official corporate history.

◼️Dispute protection: Written proof of decisions reduces the risk of disputes.

◼️Investor trust: Shows the company acts in a structured, documented manner.

◼️Regulatory readiness: Needed for audits, due diligence, and IPO prep.

◼️PAA: Who is responsible for keeping company resolutions? – Typically the company secretary or corporate records manager.

Legal Implications
- Inability to prove decisions were validly made.
- Increased exposure to shareholder disputes.

Founder Relationship Issues
- Memory-based disagreements over what was decided.

Commercial Implications
- Deal delays during M&A due diligence.

Operational Implications
- Poor corporate governance culture.

Biz Valuation Issues
- Lower investor confidence in governance standards.

1. Know the types
Understand board vs shareholder vs special resolutions.

2. Maintain a resolutions register
Log every resolution in chronological order

3. Cross-check against meeting minutes
Ensure consistency across corporate records.

4. Follow jurisdictional thresholds
Comply with required approval percentages and filing obligations.

5. Securely store originals
Physical or digital, with access control.

Start-ups may overlook formal resolutions, thinking email approval is “good enough”. While informal sign-off might work in the very short term, it leaves you dangerously exposed when regulators, investors, or auditors demand proof.

Case Study 1 – Failed Share Issue

A tech company’s board informally agreed to issue shares to a new investor but failed to pass the required board and shareholder resolutions. When the deal was challenged, the court ruled the share issue invalid-forcing a costly reversal.

Case Study 2 – IPO Suspension

A company preparing for an IPO discovered that several constitutional changes had never been recorded by special resolution. The exchange halted the listing until proper resolutions were filed, costing the company millions in lost market opportunity.

Case Study 3 – Investor Dispute

Two founders disagreed over whether a dividend had been formally approved. Without a recorded resolution, the dispute escalated into litigation-damaging investor relations.

◼️Ordinary Resolution – A resolution passed by a simple majority of members.

◼️Special Resolution – A resolution requiring a higher approval threshold.

◼️Written Resolution – A decision made in writing without holding a meeting.

Resolutions are the legal backbone of corporate decision-making. Skipping them is like running a business without receipts-until the day you need proof, and it isn’t there.

◼️Draft board and shareholder resolutions for all corporate needs.

◼️Maintain secure resolutions registers.

◼️Align resolutions with jurisdictional requirements.

◼️Provide templates for ordinary and special resolutions.