Board decisions without a meeting

Under article 8 of the model articles for private companies limited by shares, directors can take a decision without holding a meeting when all eligible directors indicate to each other, by any means, that they share a common view, for example by signing or agreeing to a written resolution. The decision must be unanimous among the directors entitled to vote on it, those directors must be enough to form a quorum, and article 15 requires a written record to be kept for at least ten years.

Where does the power to decide without a meeting come from?

The Companies Act 2006 does not give directors a general power to act without meeting. The power comes from the company’s articles. Article 7(1) of the model articles for private companies limited by shares (Schedule 1 to the Companies (Model Articles) Regulations 2008, S.I. 2008/3229) sets the general rule: any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.

Companies formed under earlier legislation often still have Table A (Schedule to the Companies (Tables A to F) Regulations 1985). Regulation 93 of Table A makes a resolution in writing signed by all the directors entitled to receive notice of a directors’ meeting as valid as one passed at a meeting, and allows it to consist of several documents in the same form, each signed by one or more directors. Bespoke articles may say something different again, so the first step is always to read the company’s own articles of association.

Article 16 of the model articles also lets the directors make their own rules about how they take decisions and how those rules are recorded or communicated, subject to the articles. A board that relies heavily on email decisions can use this to set out a simple procedure.

What does unanimous mean under article 8?

Article 8(1) says a decision is taken under the article when all eligible directors indicate to each other by any means that they share a common view on a matter. Three conditions follow from the wording.

• Every eligible director must agree. A majority is not enough. If one eligible director disagrees or does not respond, the decision has not been taken and the directors must hold a meeting instead.
• Eligible means entitled to vote. Article 8(3) defines eligible directors as those who would have been entitled to vote on the matter at a directors’ meeting. Under article 14, a director interested in an actual or proposed transaction or arrangement with the company is normally not counted for quorum or voting, unless one of the exceptions in article 14(3) applies, such as an ordinary resolution of the members disapplying the rule.
• The eligible directors must make up a quorum. Article 8(4) prevents a decision under article 8 if the eligible directors would not have formed a quorum at a meeting. Under article 11(2) the quorum is two unless the directors fix a different number, and it can never be less than two.

The conflict rules are covered in more depth in directors’ conflicts of interest.

How can directors show their agreement?

Article 8(1) says “by any means”, so agreement given orally, on a call or by message can count, as long as each eligible director indicates it to the others. Article 8(2) adds that the decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing. “Writing” in the model articles includes words sent or supplied in electronic form, so an email reply saying “agreed” is written agreement.

The key phrase is “to each other”. A finance director who rings each colleague separately and hears agreement has not obviously satisfied article 8 unless each director’s agreement is communicated to the rest. Circulating a written resolution to everyone, and copying replies to all, avoids the argument.

Table A is stricter. Regulation 93 requires the resolution to be signed by all the directors entitled to receive notice of a meeting. It has special rules for alternates: a resolution signed by an alternate director need not also be signed by the alternate’s appointor, and one signed by a director who has appointed an alternate need not be signed by the alternate in that capacity.

When is the decision taken, and how should it be recorded?

Because article 8(1) says the decision is taken when all eligible directors have indicated a common view, the effective date is the date the last eligible director agrees. That is the date to put on the record, and it can affect deadlines that run from the decision.

Article 15 requires the directors to ensure that the company keeps a written record of every unanimous or majority decision of the directors for at least ten years from the date of the decision. Section 248 of the Companies Act 2006 separately requires minutes of all proceedings at directors’ meetings to be kept for ten years, with criminal sanctions for officers in default; that section is framed around meetings, so the article 15 record is what covers written decisions. A good record shows:

1. the company’s name and number and a statement that the decision was taken under article 8 (or regulation 93);
2. the full text of the resolution;
3. which directors were eligible and, where any director was excluded, why;
4. how and when each eligible director agreed, with copies of signed pages or emails attached;
5. the date the decision took effect.

File it with the board minutes so that the directors’ decisions are kept together.

What cannot be decided this way?

Article 8 is a way for directors to take directors’ decisions. It cannot be used for decisions that belong to the members. Amending the articles, for example, requires a special resolution under section 21(1) of the Act, and a final dividend is declared by ordinary resolution of the members under article 30(1). Members’ decisions without a meeting use the separate statutory procedure in written resolutions.

Within the directors’ own powers, article 8 is widely useful: paying an interim dividend under article 30(1), appointing a director under article 17(1)(b), opening bank accounts or approving contracts. Section 414 requires annual accounts to be approved by the board of directors and signed on behalf of the board by a director; nothing in that section requires the approval to happen at a physical meeting, so a valid unanimous decision under the articles will do. See approving and signing company accounts.

What about a company with only one director?

Article 7(2) disapplies the general rule where the company has only one director and no provision of the articles requires it to have more than one. The sole director can then take decisions without regard to the articles on directors’ decision making, so article 8 and the quorum rules are not needed. The article 15 record still has to be kept. The details are in decisions by a sole director.

How does it work in practice?

Illustration only. Beta Ltd has the model articles and three directors, Dan, Eve and Faye, with the default quorum of two. Dan emails a resolution to approve a new supplier contract to both colleagues. Eve replies to all on 3 March saying she agrees. Faye replies to all on 5 March saying the same. The decision is taken on 5 March, and Dan files a record with the resolution and both emails.

Now suppose the supplier is owned by Faye’s husband and Faye has an interest in the arrangement. Under article 14 she is not counted, so the eligible directors are Dan and Eve. Two is a quorum, so they can decide under article 8 without Faye, and the record notes why she was excluded. If the board had fixed its quorum at three, Dan and Eve alone would not form a quorum and article 8(4) would block a written decision. The usual routes would then be an ordinary resolution of the members disapplying the conflict rule under article 14(3)(a), or a decision by the members.

What mistakes come up most often?

• Treating a majority of emails as a decision. Majority decisions need a meeting; article 8 requires every eligible director.
• Counting a conflicted director. If an interested director’s agreement is needed to make up the numbers, the decision may be invalid.
• Ignoring the quorum test. Unanimity among eligible directors is not enough if there are too few of them.
• Applying model article wording to Table A companies. Regulation 93 needs signatures from all directors entitled to notice, not just agreement “by any means”.
• No record. An email chain left in one director’s inbox is not a company record kept for ten years.

When a decision is contentious or needs discussion, a meeting is usually better; the procedure is set out in board meetings: procedure and quorum.

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Related Accountapedia entries

• Alternate directors
• The chair’s casting vote at board meetings
• Who decides directors’ pay
• How to appoint a company director
• Informal unanimous consent: the Duomatic principle
• Which decisions need shareholders and which the board

Related cover: Directors and officers liability insurance and Management liability insurance.

Sources

• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: SI 1985/805
• legislation.gov.uk: Act 2006 c. 46, section 248
• legislation.gov.uk: Act 2006 c. 46, section 21
• legislation.gov.uk: Act 2006 c. 46, section 414

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.