Board resolutions are written records of decisions made by the board of directors (“the Board”).
The Board is responsible for the overall management of the company and makes decisions relating to company issues and policies. For instance, a board resolution may be passed for appointing a new director, purchasing another business, opening of company bank accounts etc.
Also, a board resolution may act as a compliance document to external bodies when the company has to provide proof of the decisions made by the shareholders/directors of the company. Click on the link for a template of board resolution that you can customize as per your requirements.
Shareholder resolutions are the written record of the decisions made by the shareholders in general meetings. The shareholders, upon reaching a certain majority, can pass resolutions for different matters. There are two types of shareholders resolution: “ordinary” and “special”.
Ordinary resolution vs special resolution
See the main distinctions between ordinary and special resolutions in the table below:
| Distinctions | Ordinary resolution | Special resolution |
| Votes required | Simple majority: ≥ 50% approval | Qualified majority: ≥ 75% approval |
| Matters to be decided | Appointment and retirement of directorsAppointment and retirement of auditors Amendments to proposed resolutions Recommendation to the board of directors to capitalise profits | Alteration of the ArticlesChanging the name of the company Reduction of share capital Voluntary liquidation |
Key takeaway
- Board resolution is passed by the board of directors
- Shareholders resolution is passed by the shareholders of the company and the resolution can be “ordinary resolution” or “special resolution”.