Corporate · 4 min read · 2 August 2026

Board resolutions: why the downloaded template fails when it matters

Short answer: nothing happens for years, and then a buyer's solicitor reads your minute book. Companies Act defects are almost always discovered in due diligence, when the cost of fixing them is highest and your negotiating position is weakest. Resolutions start at £295, fixed in writing.

The three that break deals

Allotments made without authority, where the directors issued shares they had no power to issue. Buybacks that skipped the statutory procedure, which the Companies Act treats as void rather than merely irregular, so the shares are treated as never having been bought back at all. And dividends paid without distributable reserves shown, which can make them unlawful and repayable.

Why templates cannot fix it

A template gives you the words. It does not check whether the company's articles permit the act, whether authority exists or has expired, whether a director's interest needed declaring under section 177, or whether the right class of resolution was passed at the right meeting with the right notice. Those checks are the work; the wording is the easy part.

What a clean minute book is worth

At sale, a clean corporate record shortens due diligence, removes indemnity requests from the buyer's list, and stops price chips landing in the final week. That is the return on £295 spent at the time rather than several thousand spent retrospectively under deal pressure. See also what buyers actually look for.