Setting Up Governance for Your UK Company

How to organise your UK board structure and manage directors’ resolutions so your company is compliant, effective and growth ready.

When establishing a UK company, whether it’s a standalone entity, a UK subsidiary or part of a cross border group, one of the most critical internal frameworks is your board structure and the process by which key decisions (via directors’ or board resolutions) are made.

At Paul Beare, we guide overseas companies through the governance architecture your UK company should have – from appointing directors, structuring your board, to passing legally binding resolutions in line with the Companies Act 2006 and best practice.

Why Board Structure and Resolutions Matter

Having the right board structure isn’t just ticking a box. It influences how your UK company is perceived by banks, investors, UK regulators and trading partners. Proper governance signals that you’re serious about the UK market, will comply with UK obligations and are set up to manage risk and growth.

Decisions passed by your board (or directors) via resolutions are the formal mechanisms by which your company acts. These documents provide the proof of decisions, ensure accountability and protect both the company and its directors.

Poor governance or missing/incorrect resolutions may delay bank account openings, undermine credibility, or expose the UK company (and parent) to unnecessary risk.

Board Structure

Key Elements Overseas Owners Should Understand

1. Appointment of Directors

You must appoint at least one director for a UK private limited company, but many overseas companies appoint more (often two or more) to build continuity and credibility. Director residence is not strictly required, but having UK resident directors or at least one UK based officer can help with bank and regulatory perception.

2. Chair, Executive vs Non Executive Directors

Depending on your strategy, you may wish a board comprising:

3. Committees and Board Meetings

While smaller UK companies may not need formal committees, the board should still meet (formally or virtually) on a regular basis, and minutes and resolutions should be kept. Consider how your board will convene (in person, hybrid or virtual), what quorum is required, how directors will declare conflicts, and how decisions are documented.

4. Quorum, Voting and Resolutions

Your company’s articles of association will set the default quorum and voting requirements - many use a simple majority for ordinary decisions but may require higher thresholds for strategic matters.

5. Governance & External Perception

Especially for overseas owned UK companies, the board and its structure are often scrutinised by banks (for account opening), UK counterparties and HR/ employment law advisors. A credible board structure conveys that the UK company is being treated as a genuine UK resident entity, not simply a paper extension of the parent.

Directors’ Resolutions & Board Resolutions – What You Need to Know

What is a Board/Directors’ Resolution?

A resolution is a formal decision taken by the board of directors (or shareholders, in some cases) and documented in writing or minutes. Directors’ resolutions crystallise the decision making process, record who decided what, when and why.

When do you need a resolution? Key examples:

Appointing or removing a director or company secretary.

Opening or changing bank accounts.

Issuing shares or allotting new share classes.

Approving major contracts or financial commitments.

Changing registered office address, altering articles of association.

Types of Resolutions

Ordinary resolution

routine matters, simple majority (>50%) required

Special resolution

significant matters, e.g., altering articles, changing company name. Often 75% or more required.

Written resolution

directors (or members) can approve in writing rather than meeting, where permitted by the articles.

Key content of a resolution document

A well drafted board resolution will typically include date, names of directors present, meeting (or written signing) details, motion proposed, vote outcome, declarations of conflict, signatures.

Record keeping & Compliance

Resolutions and minutes must be retained for at least 10 years under UK law. (Quality Company Formations) They form part of your statutory records and may be requested by banks, auditors or regulators.

Checklist: Board Structure & Resolutions for Your UK Company

Here are some must do items to ensure your board structure & resolutions for your UK company is set up properly:

Decide how many directors your UK company will have and whether any UK resident director is required for strategy or banking.

Define roles (executive vs non executive) and appoint a chair if appropriate.

Review and/or adopt articles of association that set quorum, voting thresholds, written resolution ability.

Establish and document a schedule for board meetings (or written resolutions) including agenda, minutes, decisions.

Draft template resolutions for typical UK company governance actions (bank account opening, share allotment, director changes).

Ensure that key actions of your UK company are supported by a resolution and recorded accordingly — especially in cross border group contexts.

Prepare a minute book or digital archive where all resolutions, minutes, register of directors/shareholders are kept.

When major changes occur (e.g., articles altered, share capital changed), verify whether a special resolution is required and whether filing to Companies House is needed.

Regularly review governance structure and board composition as your UK operations evolve (e.g., more UK staff, additional directors, expansion, acquisition).

Frequently Asked Questions (FAQ)

Q: Does my UK company need non executive directors?

No. UK private companies are not required by law to have non executive directors. However, appointing one can strengthen governance, support bank/ investor perception and give you an independent voice on the board.

Q: Can I pass a board resolution by email instead of a meeting?

Yes, many UK companies use written resolutions rather than formal board meetings, provided the articles of association permit it and all directors eligible to vote sign.

Q: What happens if I don’t keep board minutes or resolutions?

Failing to keep proper records can lead to regulatory scrutiny, reduced credibility with banks and investors, and potentially personal liability for directors under the Companies Act 2006.

Q: Does filing a directors’ resolution with Companies House always required?

Not always. Only certain resolutions (often special resolutions) and changes (e.g., change of company name) must be filed. Ordinary resolutions are usually kept in your internal records.

Board Structure & Directors’ Resolutions