When managing a UK subsidiary, it’s important to understand how key company decisions must be properly documented and approved. While you may be familiar with board meetings and decision-making processes from your home country, the UK has specific rules and procedures for how company decisions must be passed and recorded.
We support our clients with every step of this process—drafting resolutions, preparing meeting minutes, and ensuring that all company decisions are legally valid and correctly documented.
Sometimes, directors may not meet in person or virtually. Instead, they can pass written resolutions. These have the same legal effect as resolutions passed at a meeting but are approved via email or physical signature, without a formal meeting taking place.
Written resolutions offer flexibility, especially when:
Unless the company’s constitution says otherwise, written resolutions must be signed by all eligible directors to pass.
A member is another word for a shareholder (i.e. the legal owner of shares in the company). Some decisions—like issuing new shares, changing the company name, or altering the Articles of Association—can only be made by the shareholders, not the directors.
Although UK law does not require directors to be UK residents, and there is no legal obligation to hold board meetings in the UK, these factors can have important tax implications.
From a corporation tax perspective, the key issue is where the Place of Effective Management (PoEM) of the company is located. This is the place where key management and commercial decisions are made. Even if your company is incorporated in the UK, or elsewhere, its tax residency could be challenged based on PoEM.
Our corporate tax team frequently advises groups with UK subsidiaries on questions such as:
These factors may lead you to reconsider whether board meetings should be held in the UK or if appointing a UK-resident director is beneficial—not just for compliance, but also for tax planning purposes.
| Board Resolutions (Directors) | Member Resolutions (Shareholders) |
|---|---|
| Appointing directors | Changing the company name |
| Declaring dividends | Altering the Articles of Association |
| Approving financial statements | Issuing new shares |
| Entering into contracts | Removing a director |
| Changing the registered office | Authorising director loans |
| Changing reporting period end | Changing share capital |
Failing to document decisions correctly or maintain board minutes can lead to serious problems. These include:
Transactions like issuing shares or approving dividends may be void or unlawful.
If filings are made without the necessary internal approvals, they may be rejected or lead to regulatory issues.
If you plan to sell or restructure your UK business, poor records can delay deals or reduce company value.
Directors have legal duties to act within their powers. Failing to pass and record resolutions properly may result in a breach of those duties.
Our team will guide you through:
Not legally—but the location of board meetings and where key decisions are made can affect your corporate tax residence. We’ll help assess whether UK-based meetings or directors are appropriate for tax and commercial reasons.
Again, not legally. But appointing a UK-resident director can sometimes strengthen your UK presence or help manage UK matters more efficiently. It can also affect where the company is viewed as being effectively managed from a tax perspective.
We’ll make sure your UK company is legally compliant, and help you manage board meetings, resolutions, and tax residency risks with confidence.
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