Closing Mechanics
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Important
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Documentation & Negotiation
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Board Minutes and Resolutions: The Paperwork That Makes a Deal Legally Real
Learn why Board Minutes and Resolutions matter at completion, what corporate authorisation a buyer's lawyers will check for, and the common gaps that delay UK deals.
The 30-Second Definition
Board Minutes and Resolutions are the formal corporate records through which a company's directors and shareholders authorise a transaction — approving the Share Purchase Agreement, sanctioning the transfer of shares or assets, and confirming that everyone signing has the legal authority to bind the company.
Why It Matters Beyond Box-Ticking
A transaction signed without proper corporate authorisation can, in principle, be challenged or unwound after the fact. Buyers' lawyers treat this as a standard condition precedent to completion, and gaps here can delay — or in the worst case derail — a deal at the point a seller can least afford it.
What's Typically Required
A board resolution approving entry into the SPA and any ancillary documents.
Authorisation of the specific individuals signing on the company's behalf.
A shareholder resolution where the articles of association require one — for instance, where share transfers are subject to pre-emption rights, or a special resolution threshold applies.
And a formal waiver of any pre-emption rights or transfer restrictions set out in the articles or an existing shareholders' agreement.
Where Founders Get Caught Out
Sole owners or sole directors often assume that because they control the company outright, no formal paperwork is needed. Multi-shareholder businesses in particular discover during legal due diligence that historic share allotments, option exercises, or director appointments were never properly minuted at the time — creating gaps that have to be retrospectively fixed, and disclosed, before completion can actually take place.
The Practical Fix
A clean corporate file — up-to-date minute books, statutory registers, and a clear record of past resolutions — is one of the simplest, lowest-cost ways to avoid last-minute legal scrambling in the weeks before completion.
GRAX Connection
This sits at the mechanical heart of both Acquire and Exit completion. A deal isn't legally done until the right people have signed the right resolutions, however strong the commercial agreement behind it.
This entry is for general information only and does not constitute legal, financial, or tax advice. Founders should take specific professional advice before acting on any of the points covered here.
