If you're the only director of your company, "holding a board meeting" with yourself sounds faintly ridiculous — and writing minutes of it doubly so. So the question is a fair one, and it comes up for nearly every contractor and one-person business. The short answer: yes, you should keep a written record of your significant decisions, even as a sole director. But the form it takes, and the reason it matters, aren't quite what most people assume.
Minutes, or written resolutions?
Here's the distinction that clears up most of the confusion. Board minutes are the record of a meeting — and as a sole director, you're not really holding meetings. What you're doing is making decisions on the company's behalf, and the proper way to record those is as written resolutions (sometimes called sole director minutes). Same idea, different label: it's a short document stating what was decided and when, signed by you.
The strict legal position is a little grey. The Companies Act requires companies to keep minutes of directors' meetings for ten years, but because a sole director isn't holding a meeting in the usual sense, whether that specific duty bites is genuinely debated by lawyers. What isn't debated is that keeping a written record of your decisions is expected practice — and as you'll see, the practical reasons to do it matter far more than the technical argument about which section of the Act applies.
Why it applies even when it's just you
The key thing to hold onto is that your company is a separate legal person from you. When a decision is made "by the company" — to pay a dividend, approve the accounts, take on a big commitment — that's the company acting, not you personally, even though you're the one making the call. The written record is what marks the moment that decision was formally taken. It isn't about the meeting; it's about having a dated, deliberate record that the company decided something, rather than money or commitments just moving with nothing to show why.
What's worth recording
You don't need to minute every email or routine payment. What you record are the decisions with legal or tax weight:
- Declaring a dividend — every dividend you pay yourself should have a matching record that the company decided to declare it, made on a date when there were profits to pay it from.
- Approving the annual accounts before they're filed.
- Significant contracts, large purchases, or taking on borrowing.
- Changing the company's registered details, its share structure, or appointing another director.
These are the decisions someone might later ask you to evidence — and the written resolution is that evidence.
Why it actually matters
This is the part that makes it worth two minutes rather than a box-ticking nuisance. If HMRC ever queries how you've paid yourself — and dividends versus salary is exactly the kind of thing they look at — the written record that each dividend was properly declared is your evidence it was done correctly. Without it, a dividend can be challenged as not having been lawfully declared, which opens the door to it being treated as something else entirely, like salary or a loan, with the tax consequences that follow.
The same logic applies if you ever sell the company, bring in an investor, or get audited: the first thing anyone's advisers ask for is the record of key decisions. A company that can produce a clean set of written resolutions looks well run. One that can't raises questions. The record costs you almost nothing to keep and is awkward to recreate after the fact — which is the whole case for doing it as you go.
Common questions
- Do I legally have to hold a board meeting as a sole director?
- No. You make decisions as the company's sole director and record them as written resolutions — there's no need to stage a meeting with yourself. Check your company's articles for anything specific, but a written record of the decision is what matters.
- What's the difference between board minutes and a written resolution?
- Minutes record a meeting; a written resolution records a decision taken without one. As a sole director you'll almost always use written resolutions, since you're not holding meetings.
- Does a dividend really need its own record?
- Yes. Each dividend should have a record that the company declared it on a date when it had the profits to do so. It's your evidence the dividend was lawful if HMRC ever asks.