Under the model articles for private companies, any director can call a board meeting by giving every director notice, which need not be in writing, and the quorum is two unless the directors fix a higher number. Decisions are taken by a majority of those participating, the chairman has a casting vote, and a director interested in a transaction with the company is normally left out of the count for both quorum and voting.

Where do the rules for board meetings come from?

The Companies Act 2006 says very little about how directors meet. The procedure is set by the company’s articles. Under section 20, a limited company that registers no articles, or registers articles that do not exclude or modify the model articles, has the relevant model articles as part of its constitution as they stood on the day it was registered. For a private company limited by shares formed since 1 October 2009 that usually means Schedule 1 to the Companies (Model Articles) Regulations 2008, and the article numbers on this page refer to those.

Older companies are often still governed by Table A from 1985 or earlier, whose board rules are similar in outline but differ in detail. For example, regulation 89 of Table A as made sets a default quorum of two and counts an alternate director whose appointor is absent. Article 16 of the model articles also lets the directors make further rules about how they take decisions, so check for any board procedures the company has adopted before relying on the defaults.

How is a board meeting called?

Article 9 says any director may call a directors’ meeting by giving notice to the directors, or by authorising the company secretary, if there is one, to do so. The notice must indicate:

  • the proposed date and time;
  • where the meeting is to take place; and
  • if directors will not all be in the same place, how they are to communicate during the meeting.

Notice must go to each director but need not be in writing, and the model articles set no minimum notice period. A director can waive notice, and under article 9(4) a waiver given up to 7 days after the meeting does not affect its validity.

Can directors meet by video call or decide without a meeting?

Yes. Article 10 treats directors as participating when the meeting has been called and held under the articles and they can each communicate their views to the others on each item. Where they are is irrelevant, and if they are not together they can decide that the meeting takes place wherever any of them is.

Article 8 allows a decision without any meeting when all eligible directors indicate to each other, by any means, that they share a common view. It can take the form of a written resolution signed or agreed in writing by each eligible director. Two limits apply: it must be unanimous among eligible directors, and under article 8(4) it cannot be used if the eligible directors would not have formed a quorum at a meeting.

What is the quorum for a board meeting?

Article 11 provides that, unless a quorum is participating, no proposal may be voted on except a proposal to call another meeting. The directors can fix the quorum from time to time but it must never be less than two, and unless fixed it is two.

Two special cases follow:

  • Too few directors: if the total number of directors falls below the quorum, article 11(3) restricts the board to appointing further directors or calling a general meeting so the shareholders can appoint them.
  • Sole director: article 7(2) disapplies the collective decision making rules where the company has only one director and nothing in the articles requires more. A private company needs at least one director under section 154, so a sole director company can operate without a quorum problem, provided the articles have not been amended to require two.

How are votes taken and who chairs?

Article 7(1) states the general rule: a directors’ decision must be either a majority decision at a meeting or a unanimous decision under article 8.

The directors may appoint a chairman under article 12 and remove them at any time. If the chairman is not participating within ten minutes of the start time, the directors present must appoint one of themselves to chair. Article 13 gives the person chairing a casting vote where votes are tied, unless that person is not counted for quorum or voting purposes on the item. In a two director company the chairman’s casting vote decides every tied item, so it is worth checking whether the articles or a shareholders’ agreement keep or remove it.

What happens when a director has a conflict of interest?

Two separate sets of rules apply.

Declaring the interest

Section 177 requires a director who is directly or indirectly interested in a proposed transaction or arrangement with the company to declare the nature and extent of the interest to the other directors before the company enters into it. Section 182 imposes a similar duty, as soon as reasonably practicable, for transactions already entered into. A declaration can be made at a meeting, by written notice under section 184 or by general notice under section 185. A written notice is deemed to form part of the proceedings at the next board meeting, and section 248 applies to it as if made there, so it should appear in the minutes.

Counting for quorum and voting

Article 14 then decides whether the interested director takes part. If a proposed decision concerns an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not counted for quorum or voting. The director does count if:

  • the shareholders have disapplied the restriction by ordinary resolution;
  • the interest cannot reasonably be regarded as likely to give rise to a conflict; or
  • the conflict arises from a permitted cause, namely a guarantee given by or to the director for company obligations, a subscription for or underwriting of the company’s securities, or employee benefit arrangements that do not give directors special benefits.

Questions about whether a director can participate may be referred to the chairman, whose ruling on other directors is final under article 14(6). Conflicts that arise from a situation rather than a transaction, such as a competing business, fall under section 175 and are covered in directors’ conflicts of interest.

How does this work in a two director company?

Illustration only. Priya and Tom are the only directors of a company with model articles. The company wants to buy a used van from a firm Priya owns. Priya declares her interest under section 177. Under article 14 she is not counted for quorum or voting, which leaves only Tom. The quorum is two, so the board cannot validly decide, and an article 8 written decision is not available because the eligible directors would not form a quorum.

The usual route is an ordinary resolution of the shareholders under article 14(3)(a) disapplying the restriction for this decision, after which both directors can count. The board should also check whether the purchase is a substantial property transaction that needs member approval under section 190 in its own right.

What mistakes do boards make?

  • Assuming a sole director can act alone when the articles have been amended to require two directors or a quorum of two.
  • Counting an interested director towards the quorum, which can leave the decision invalid.
  • Taking a “unanimous” decision by email without every eligible director agreeing.
  • Holding a meeting without giving notice to every director, which article 9(3) requires unless the director waives it.
  • Failing to minute declarations of interest and decisions, which section 248 and article 15 require. See writing board minutes.
  • Using a board decision for something that needs a members’ resolution, such as amending the articles. See ordinary and special resolutions.

Directors’ wider legal duties when taking decisions are covered in directors’ duties under the Companies Act.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.