Resolutions are the formal records that validate corporate decisions and embed them into the governance framework.

They provide legal proof that actions were authorised in accordance with statutory and constitutional requirements.

They are not administrative niceties; they are enforceable instruments that protect the company in disputes, audits, and regulatory reviews.

Without properly documented resolutions, decisions can be challenged, deals delayed, and governance credibility undermined.

The Resolutions station typically encompasses:

◼️Board Resolutions: Formal decisions taken by directors during meetings or by written consent.

◼️Shareholder Ordinary Resolutions: Approvals requiring a simple majority for standard matters.

◼️Shareholder Special Resolutions: Decisions requiring a higher threshold (typically 75%) for significant changes.

◼️Written Resolutions: Decisions made without meetings where permitted by law.

◼️Committee Resolutions: Approvals within delegated authority for audit, risk, and remuneration matters.

◼️Regulatory Resolutions: Statutory approvals required for filings and compliance actions.

◼️Resolutions in Lieu of Meetings: Used for urgent decisions where meetings are impractical.

The Resolutions station is considered a Specialist resource within the GLS Legal Operations model.

A Foundational Resource: Is responsible for determining the overall performance capabilities of a “critical” legal function. If it is not optimised, the function can never be optimised. 

A Repeater Resource: Supports the performance of multiple "critical" legal functions and as such represents a "ripple effect" productivity intervention point. 

A Specialist Resource: Is responsible for driving the performance of a very specific part of an individual legal function. Its productivity contribution is limited to that single legal function. 

The best practice features of Resolutions are as follows:

◼️Comprehensive Register: Chronological log of all resolutions maintained securely.

◼️Jurisdictional Compliance: Approval thresholds and filing obligations strictly observed.

◼️Template Standardisation: Vetted formats for board, shareholder, and special resolutions.

◼️Cross-Verification: Consistency between resolutions and meeting minutes.

◼️Immediate Recording: Resolutions documented promptly after approval.

◼️Secure Storage: Physical and digital archives with access controls.

◼️Regulatory Filing Integration: Automatic linkage to statutory submissions.

◼️Audit Trail Maintenance: Historical versions retained for due diligence and litigation defence.

Types of Resolutions

Understanding resolution types is critical for governance integrity:

◼️Board Resolutions: Authorise operational and strategic actions such as contracts, appointments, and share issues.

◼️Ordinary Shareholder Resolutions: Approve routine matters like dividends and director appointments.

◼️Special Shareholder Resolutions: Required for constitutional changes, capital restructuring, or company name changes.

◼️Written Resolutions: Enable decisions without meetings where unanimous consent is achieved.

◼️Committee Resolutions: Record decisions within delegated authority for specialised governance areas.

◼️Regulatory Resolutions: Mandated by law for filings such as financial statement approvals.

The Resolutions station delivers the following value to the Business:

◼️Compliance Assurance: Demonstrates lawful decision-making and governance discipline.

◼️Investor Confidence: Signals structured and transparent corporate behaviour.

◼️Transaction Readiness: Speeds due diligence for M&A and capital raises.

◼️Risk Mitigation: Reduces exposure to disputes and regulatory penalties.

◼️Operational Continuity: Provides a clear historical record for future decision-making.

Resolutions provide the legal team with enforceable evidence of corporate decisions.

They reduce litigation risk and strengthen the defensibility of governance actions.

They embed compliance discipline across the organisation, lowering reactive workload.

They position the legal function as a custodian of governance integrity.

The Resolutions station is essential for:

◼️General Counsel and Legal Operations teams.

◼️Board members and senior executives.

◼️Compliance officers and governance professionals.

◼️Shareholder relations teams.

A legal team operating without Resolutions will face a wide range of inefficiencies including:

◼️Invalid Decisions: Actions overturned due to lack of formal authorisation.

◼️Regulatory Penalties: Fines for non-compliance with statutory requirements.

◼️Deal Delays: Transactions stalled during due diligence.

◼️Investor Distrust: Governance gaps undermine confidence and valuation.

◼️Operational Confusion: Disputes over what was agreed or approved.

Resolution management is increasingly digital for efficiency and compliance.

Entity management platforms enable automated logging, template generation, and secure storage.

Technology ensures resolutions are complete, accessible, and integrated into governance workflows.

People Also Ask (PAA) Questions

1. What is a board resolution?

A formal record of a decision taken by the company’s board of directors.

2. When is an ordinary resolution required?

For standard shareholder decisions that do not require special thresholds.

3. Why does a special resolution need 75% approval?

To protect minority shareholders from significant changes being made too easily.

4. Can a special resolution be passed without a meeting?

In some jurisdictions, yes - via written resolution if unanimous consent is achieved.

5. Are written resolutions legally binding?

Yes, if they comply with statutory requirements.

6. What’s the difference between a written resolution and minutes?

A resolution records a decision; minutes record the discussion and decisions.

7. Do committee resolutions carry the same weight as board resolutions?

They apply within delegated authority but may require board ratification.

8. Which resolutions must be filed with regulators?

Typically those involving share capital changes, director appointments, and constitutional amendments.

9. Who is responsible for keeping company resolutions?

Usually the company secretary or corporate records manager.

10. Why should Legal Ops prioritise resolution governance?

Because resolutions are the foundation of lawful decision-making and compliance integrity.

Visit each Station on this Line for in-depth analysis of what it takes to make this in-house function really perform. Or you can go back to the overall GLS Legal Transformation Tube Map. 

In most cases, the GLS Legal Operations Centre contains everything you need to effectively optimise this key function yourself – or feel free to reach out to us – and we can help you.