Can a board decide without a meeting under the UK model articles?

Directors can take a decision without meeting, provided every eligible director agrees and those directors would have formed a quorum. When a decision can’t wait for the next board meeting, they can use a written resolution, and the company secretary then works out whether an email round meets the conditions.

These rules come from the model articles of association for UK private companies, the default rulebook that applies to a company unless its own articles say otherwise. Many companies have varied them, so the company secretary checks their own articles first.

The Companies Act 2006 does not set out how directors take decisions. Section 19 lets the Secretary of State prescribe model articles instead, and the Companies (Model Articles) Regulations 2008 do that for private companies limited by shares, private companies limited by guarantee, and public companies. Those articles apply by default to any company incorporated on or after 1 October 2009 whose members have not excluded or modified them. Companies incorporated before that date follow Table A unless their members have since adopted the model articles.

Article 7(1) sets the general rule. Directors must take any decision either as a majority decision at a meeting, or in accordance with article 8, which covers unanimous decisions taken outside one.

Article 7(2) lifts that rule for a company with one director, where nothing in its articles requires a second. The High Court has reached different conclusions on how far that exception reaches, so a sole director should take advice before relying on it.

Directors can also set their own procedure. Under article 16, they may make any rule they think fit about how they take decisions, and about how those rules are recorded and communicated to directors. Directors who put a written resolution procedure in place can fix who proposes a resolution, how long the others have to respond, and what the company secretary does when one of them stays silent.

Schedule 1 calls the article 8 route a unanimous decision. Most company secretaries call it a directors’ written resolution, which is the term the model articles for public companies use for their own, differently constructed procedure.

Article 8(1) treats the decision as taken when all eligible directors indicate to each other by any means that they share a common view on a matter. Article 8(2) adds that the decision may take the form of a resolution in writing, which each eligible director signs or otherwise agrees to in writing. Directors who circulate a document and reply to it are using 8(2). Directors who reach a common view by any other means they can evidence are still within 8(1).

Directors agree to the paper as much as to the wording of the resolution, because the paper fixes what they approved. Board Intelligence’s definitive guide to decision papers covers what it should contain.

Members pass a shareholders’ written resolution under the Companies Act 2006, and only in a private company. Members holding a simple majority of the total voting rights pass an ordinary resolution this way, and members holding at least 75% pass a special resolution. The threshold counts the voting rights of everyone eligible, so a member who never replies counts against the resolution. Members cannot use the written procedure to remove a director or an auditor before their term ends.

A company secretary asked to circulate “a written resolution” establishes first whose decision it is. Directors approving a bank facility and members approving an article change both describe what they are doing in the same words, and each follows its own rules.

The model articles for public companies set out their own written resolution procedure in articles 17 and 18. Any director may propose a directors’ written resolution, and the company secretary must propose one if a director requests it. The company secretary gives notice of the proposed resolution in writing to each director, stating the resolution and the time by which the directors should adopt it.

Directors adopt the resolution once all of them entitled to vote on it have signed one or more copies, provided those directors would have formed a quorum at a meeting. A director who signs after the time stated in the notice still signs validly. Once the directors have adopted it, the company treats the resolution as a decision taken at a directors’ meeting.

Signature does the work here. A public company’s directors cannot adopt a written resolution by indicating a common view by any other means, which is the route open to directors of a private company under article 8(1). The company secretary, not the directors, must ensure the company keeps a record in writing of every directors’ written resolution for at least ten years from adoption.

Listed companies usually have bespoke articles, which govern.

Under the model articles for private companies, directors have to satisfy three conditions. The company secretary identifies who is eligible, confirms that every one of them agrees, and checks that those directors would have formed a quorum.

An eligible director is one who could have voted on the matter had it come to a directors’ meeting. A director who part-owns a supplier contracting with the company does not usually count towards the quorum or the vote under article 14, and the remaining directors decide. The company secretary confirms who is eligible before circulating the resolution.

Every eligible director has to share a common view. A majority carries the same decision at a meeting. Outside one, a single eligible director who disagrees or never replies leaves the decision untaken, and the directors need a meeting. Some companies have varied this rule in their own articles.

Directors cannot use this route if the eligible directors would not have formed a quorum, so a board reduced by conflicts or resignations cannot decide by correspondence. Take a board of 4 with its quorum fixed at 3. When 2 directors are conflicted out, the other 2 cannot decide this way however willing they are. Article 11(2) fixes the quorum at 2 unless the directors set a higher figure, so each board works to its own number.

A director with an interest in the matter may be ineligible to decide it. A conflicted director who stands out is recused, and the company secretary records their name and their interest. An eligible director who chooses not to indicate a view abstains, and under the unanimity rule that abstention stops the decision. For every director who did not agree, the company secretary records why, whether that was recusal, abstention, or disagreement.

Directors can decide outside a meeting when they have settled the question already and the answer is yes or no, such as an approval that falls within a framework they have agreed. They should convene when they would want to hear each other, when the judgement could go either way, or when one of them has raised a question the paper does not answer. Nobody debates a written resolution, so it suits the decisions that need no debate. Urgency alone is a poor reason to skip a meeting, because any director can call a short one at short notice.

Outside a meeting, each director reads the paper alone and hears no one else’s questions about it. In the Board Value Index, Summer 2026 Global edition, 84% of directors, CEOs, and CFOs said poor information quality had caused at least one delayed, rushed, or poor decision in the past six months. Directors deciding by correspondence carry that risk without the discussion that would otherwise expose what the paper leaves out. A director reading the paper in Board Intelligence’s board portal can put questions to it with IQ Experts, which answers from the pack, from earlier packs the director has permission to see, and from cited external sources. The director forms their own view from there, and a question still open afterwards is a reason to convene.

Under article 15, the directors must ensure the company keeps a written record of every unanimous or majority decision they take, including decisions outside a meeting, for at least 10 years from the date of the decision. A record that answers later questions shows:

• the question put, in the resolution’s own words
• the paper the decision rested on, and its version
• who was eligible, and why anyone was excluded
• what each eligible director indicated, and when
• any conditions attached to the approval
• the decision date, which is when the last eligible director agreed

The company secretary runs the process and keeps the record.

The record belongs with the paper and the minutes it will be reported into. A resolution approving a share allotment is also the source for a register entry and a Companies House filing, as Board Intelligence’s guide What is entity management? explains. Board Intelligence’s board portal stores papers and minutes in one place with access permissions and version control, and directors can sign resolutions there with e-signatures.

IQ Entities, Board Intelligence’s entity management system, files the return of allotment with Companies House under the company’s own presenter account.