Board resolution template

A board resolution is the minute that records a decision made at a directors meeting. When a company is in financial difficulty, directors commonly pass a resolution to take advice from a licensed insolvency practitioner and, if the company cannot continue, to convene a general meeting of the members to consider a creditors voluntary liquidation. It is important to be clear about what the board can and cannot do: the board records the decision and can call the members meeting, but the company is actually wound up by the shareholders, who must pass a winding-up resolution with at least 75% by value in favour. Use the template below as a starting point, fill in every bracketed detail, and take advice before you rely on it. gov.uk: Liquidate your limited company

The template

Copy or download the wording below and replace everything in square brackets with your own details. Keep the signed minutes with the company records.

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS

[Company name] Limited
Company number: [company number]
Registered office: [registered office address]

Held at: [place of meeting, or "by video conference"]
Date: [date]
Time: [time]

PRESENT
[Name] (Chair)
[Name], Director
[Name], Director

IN ATTENDANCE
[Name, e.g. Company Secretary or adviser, if any]

1. QUORUM AND CHAIR
The Chair confirmed that a quorum of directors was present and that the
meeting was properly convened. [Name] was appointed to chair the meeting.

2. PURPOSE
The Chair explained that the meeting had been called to consider the
financial position of the company and the options open to it.

3. FINANCIAL POSITION
The directors reviewed the company's current financial position, including
[its cash position, its liabilities to creditors, and its ability to pay
its debts as they fall due]. The directors noted that [briefly state the
position, for example: the company is unable to pay its debts as they fall
due / the value of the company's liabilities exceeds its assets].

4. RESOLUTIONS
After discussion, IT WAS RESOLVED that:

  (a) in the opinion of the directors the company [cannot, by reason of its
      liabilities, continue its business] and it is in the interests of the
      company's creditors that professional advice be taken without delay;

  (b) the company instruct [name of firm, if known] / a licensed insolvency
      practitioner to advise the directors on the company's options and, if
      appropriate, to assist with the steps set out below;

  (c) [OPTIONAL, for a creditors voluntary liquidation] a general meeting of
      the members of the company be convened on [date] to consider, and if
      thought fit pass, a resolution for the creditors voluntary winding up
      of the company and to nominate a liquidator; and

  (d) any one director be authorised to take all steps reasonably necessary
      to give effect to these resolutions.

5. CLOSE
There being no further business, the Chair declared the meeting closed.


Signed: ......................................
[Name], Chair of the meeting
Date: [date]

What a board resolution does, and does not, do

The board resolution is the directors part of the process. It records that the directors have looked at the position, that they are taking advice, and, if needed, that they are calling a meeting of the shareholders. It does not put the company into liquidation on its own. For a creditors voluntary liquidation, the members must then pass the winding-up resolution, and according to gov.uk at least 75% by value of the shareholders must agree.

Once that resolution is passed, a licensed insolvency practitioner is appointed as liquidator. The resolution has to be sent to Companies House within 15 days and advertised in The Gazette within 14 days. From that point the liquidator, not the directors, controls the process, and your duties as a director change.

Before you use it

If your company may be insolvent, the interests of creditors come first, and continuing to trade or make payments can carry personal risk. That is why the template resolves to take advice rather than to keep going. A licensed insolvency practitioner can confirm whether a CVL, a company administration or another route fits your situation, and will handle the statutory steps. This template is general information, not legal advice, and does not guarantee any outcome.

Related: CVL checklist, creditors voluntary liquidation, company liquidation, and the close-the-company route chooser.

This is general information, not legal or financial advice. A board resolution template is a starting point to adapt to your own circumstances and does not guarantee any outcome. If your company may be insolvent, speak to a Licensed Insolvency Practitioner before you act. Last reviewed July 2026.