A board resolution is a formal decision recorded by a company's directors, approving significant actions like share issuances, contract executions, or compliance filings. It ensures clear governance, legal validity, and protects the company from disputes whilst meeting statutory requirements (52 words).
A Board Resolution is a formal record of a decision made by your company's board of directors, either during a board meeting or through written consent. This document authorises significant corporate actions, such as issuing new shares, approving major contracts, or changing company details with the Companies Registration Office.
Board resolutions provide legal proof that directors have properly approved key decisions, protecting the company from challenges and ensuring compliance with the Companies Act 2014. They form part of your governance records, often referenced during due diligence by investors reviewing your shareholders' agreement.
For startups, board resolutions are essential from incorporation, documenting approvals like opening bank accounts or appointing a company secretary. Keeping them organised in your minute book maintains a clear audit trail.
A board resolution reflects decisions by directors managing daily operations and strategy, whilst a shareholders' resolution requires owner approval for fundamental changes like altering the company constitution. Reserved matters in your shareholders' agreement often elevate board decisions to shareholder level.
Directors pass board resolutions by simple majority, whereas shareholders typically need 75% for special resolutions. Both are documented formally, but board resolutions focus on execution, shareholders on oversight.
Irish law mandates board resolutions for actions like share allotments (Form B5), director appointments (Form B10), or change of registered office (Form B2). They also approve annual accounts before subsequent annual return filing and major contracts exceeding board authority limits.
Even routine decisions benefit from resolution documentation, especially under governance framework best practices. Track these in your compliance calendar to avoid lapses.
Document board resolutions in meeting minutes or as standalone written resolutions signed by all directors. Include date, attendees, decision details, and voting results. Store securely with company records, as they prove authority during legal scrutiny.
Yes, Irish law permits written board resolutions signed by all directors, avoiding physical meetings. This suits remote teams or urgent decisions, provided unanimous consent exists. Circulate drafts via email, collect signatures electronically, and file as official records.
Written resolutions carry equal weight to meeting decisions but require full participation. Use for routine approvals whilst reserving meetings for strategic discussions.
Invalid resolutions expose directors to personal liability for ultra vires acts, breaching fiduciary duties. Investors may challenge unauthorised actions during due diligence, delaying funding. Courts can void transactions lacking proper approval, disrupting operations.
Maintain meticulous records to demonstrate compliance, especially under risk management frameworks protecting against governance failures.
