Board resolution and minutes template: the insolvency decision
When a board decides the company is in serious financial difficulty, minute it. Companies Act 2006, s.248 requires minutes of directors' meetings to be recorded and kept for at least ten years, and in distress they do a second job: a dated record that the board recognised the position, restricted new liabilities and took advice from a Licensed Insolvency Practitioner is the strongest evidence of proper conduct a director can later show. The template below records the two decisions that actually belong to the board at this stage: to seek advice, and (if advised) to convene the members to consider a special resolution to wind up voluntarily under s.84(1)(b) of the Insolvency Act 1986. It deliberately does not choose a route: liquidation, administration or rescue is a decision to make with the practitioner, not a paragraph to copy. This is a procedural template, not legal advice. Companies Act 2006, s.248
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The minutes
[COMPANY NAME] LIMITED (company number [number])
MINUTES of a meeting of the board of directors held at [place / by video call] on [date] at [time]
PRESENT: [names of directors present]
IN ATTENDANCE: [e.g. company accountant / adviser, if any]
APOLOGIES: [names, if any]
CHAIR: [name]
1. Quorum and notice. The chair confirmed that notice of the meeting had been given to all directors in accordance with the company's articles and that a quorum was present.
2. Financial position. The board reviewed [the latest management accounts / cash-flow forecast / aged creditors listing] as at [date]. It was noted that [factual summary, e.g. the company is unable to pay its debts as they fall due / HMRC arrears of [amount] are outstanding / a statutory demand was received on [date]].
3. RESOLVED: to take advice from a Licensed Insolvency Practitioner. IT WAS RESOLVED that the company seek immediate advice from a Licensed Insolvency Practitioner on its financial position and the options available, and that [name of director] be authorised to instruct [firm, if known] and to provide the company's books and records for that purpose.
4. [If applicable] RESOLVED: to convene the members. IT WAS RESOLVED, subject to and in accordance with the advice received, that a general meeting of the company be convened [or that a written resolution be circulated under Chapter 2 of Part 13 (s.288) of the Companies Act 2006] to consider a special resolution that the company be wound up voluntarily under s.84(1)(b) of the Insolvency Act 1986.
It was noted that: (a) before any winding-up resolution is passed, written notice must be given to the holder of any qualifying floating charge, and the resolution may not be passed until 5 business days after that notice unless the holder consents (Insolvency Act 1986, s.84(2A)); (b) if a winding-up resolution is passed, the directors must prepare a statement of the company's affairs (assets, debts and liabilities, creditors' names, addresses and securities) and send it to creditors within 7 days beginning with the day after the resolution (Insolvency Act 1986, s.99); (c) the directors must seek a nomination of a liquidator from the company's creditors, and the creditors' nominee prevails over the members' nominee (Insolvency Act 1986, s.100).
5. Trading and creditor position pending advice. It was noted that, pending advice, the directors must have regard to the interests of the company's creditors, and the board agreed that no [new credit be incurred / payments be made outside the ordinary course / assets be transferred] without further board approval.
6. Records. IT WAS RESOLVED that these minutes be entered in the company's minute book and retained in accordance with s.248 of the Companies Act 2006.
7. Close. There being no further business, the meeting closed at [time].
Signed: ............................ (Chair) Date: ............
How to use it
- Fill in only what is true. Minutes are a record, not a script; delete paragraph 4 if the board has not yet been advised to convene the members.
- Which route the company should take (CVL, administration, CVA, or rescue) is the practitioner conversation. Compare the routes with the route chooser tool before that meeting, and read the CVL guide.
- Keep minuting every board decision from here on, including decisions not to pay particular debts. If you are worried about personal exposure, run the wrongful trading checker.
Sources, all accessed 27 July 2026: Insolvency Act 1986 s.84, s.99, s.100, Companies Act 2006 s.248. This is a procedural template and general information, not legal or insolvency advice; take the decisions it records with a Licensed Insolvency Practitioner.
Board minutes and resolutions: common questions
Why do board minutes matter so much in insolvency?
Two reasons. Companies Act 2006, s.248 requires minutes of directors' meetings to be recorded and kept for at least ten years, and failure to do so is an offence. And in financial difficulty the minutes protect the directors: a dated record showing the board recognised the position and took professional advice is exactly the evidence a court or liquidator later looks for when judging the directors' conduct.
Does the board resolution itself put the company into liquidation?
No. The board cannot wind the company up on its own. A creditors' voluntary liquidation needs a special resolution of the members under s.84(1)(b) of the Insolvency Act 1986, which the board convenes a general meeting (or circulates a written resolution) to consider. The creditors then get to nominate the liquidator, and under s.100 the creditors' nominee prevails. The board minutes record the decision to start that process and to take advice, nothing more.
What is the notice to a floating charge holder about?
Under s.84(2A) of the Insolvency Act 1986, before a company passes a voluntary winding-up resolution it must give written notice to the holder of any qualifying floating charge (typically a bank or secured lender with a debenture), and the resolution cannot be passed until five business days after that notice unless the holder consents in writing. Your insolvency practitioner will handle the mechanics, but the minutes should show the board knew about it.
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