What is the difference between board resolution and board minutes?

A board resolution is a formal written document that records the decisions taken by the board of directors in a meeting.

Board minutes are a list of actions and discussions that took place in a board meeting.

If a board resolution is passed in a meeting, then the minutes will record the discussion and that the resolution is passed. Hence, the minutes of that meeting will contain the board resolution.

Board resolutions

Board resolution is a legal record of the decisions taken by the board members. The following matters would generally require a board resolution:

• The appointment of managing director and company secretary;
• Opening of company bank accounts; and
• The preparation of summary financial reports.

Click on the link for a template of board resolution.

In addition, 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. For example, a bank would require a board resolution when opening a company bank account. This is to verify the Board’s decision to open an account.

Board minutes

On the other hand, a board minute is a document that lists out all matters discussed in a meeting. For example, if a decision is made and a resolution is passed, the minutes will contain the resolution details. If multiple resolutions are passed then the minutes will include details of all the resolutions. Generally, it also includes the date, time, venue and quorum. The company secretary would normally be responsible for preparing the minutes.

Click on the link for a template of board minutes.

Key takeaway

• Board resolution and board minutes are an important part of a board meeting.
• A board resolution is a record of the decision taken by the board members.
• A board minutes is a written document describing all actions and decisions taken in a board meeting, including discussing and passing of any resolutions.

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