Board Resolution Templates
Formal board resolutions document all significant corporate decisions — required by banks, HMRC, and investors. AxiForge has templates in place for every resolution that will be required through the seed round and beyond.
What is it?
A board resolution is a formal written record of a decision made by the board of directors of a company. It creates a legal audit trail confirming that significant corporate actions were properly authorised. Under the UK Companies Act 2006, certain decisions — share issuance, director appointments, banking mandates — require a formal resolution. Without them, those actions can be challenged or invalidated.
Why it matters
- Banks require a board resolution to open a business account
- HMRC requires resolutions authorising SEIS/EIS share issuance
- Investors verify the resolution register at due diligence
- Share issuance without a resolution can be legally challenged
- SAFE conversion to equity requires a formal board resolution
- Demonstrates governance maturity — a sign of an investable company
Every significant decision made by AxiForge Holdings Ltd — from opening a bank account to issuing shares to an investor — is formally authorised by a board resolution. The resolution is signed by the director(s), dated, and stored in the company's statutory registers.
For a sole-director company like AxiForge Holdings Ltd at this stage, resolutions are written and executed by the founder as the sole director. When additional directors or investor representatives join the board post-seed, all resolutions will require their signature alongside the founder's.
The following resolutions have been executed and are held in the company's statutory register:
Incorporation — adoption of Articles of Association
Executed at the date of incorporation. Establishes the company's constitutional framework.
Appointment of Matthew Plodzien as sole director and CEO
Confirms authority to act on behalf of the company in all operational and commercial matters.
Opening of business banking account
Authorises the director to open and operate the company's primary business account.
Authorisation of SAFE instrument for seed round
Formally authorises the use of a SAFE as the instrument for the current seed fundraise.
IP Assignment — founder to company
Records the transfer of all founder-created intellectual property to AxiForge Holdings Ltd.
The following resolutions are drafted and ready to execute at seed round close:
Issuance of Class B shares upon SAFE conversion
Authorises the allotment of Class B shares to SAFE holders at the agreed conversion terms.
Approval of Shareholders Agreement
Formally adopts the Shareholders Agreement governing the relationship between Class A and Class B shareholders.
Creation of ESOP phantom equity pool
Authorises the establishment of the employee share option pool for post-seed key hires.
Appointment of first external advisors
Records the engagement and scope of authority for strategic and technical advisors.
SEIS/EIS compliance — share issuance authorisation
Specific resolution required by HMRC as part of the SEIS/EIS advance assurance and filing process.
The following resolutions will be required as the company grows — templates are prepared in advance:
Appointment of first employees (post-seed)
Authorises employment contracts, salary levels, and PAYE registration.
Opening of additional bank accounts or credit facilities
Required each time a new banking relationship is established.
Approval of contracts above £10,000
Client deployment contracts, supplier agreements, and professional service engagements.
Subsidiary company actions
Resolutions authorising significant decisions in AxiForge Engineering, Systems, Tech, and Manufacturing PL.
Series A fundraise authorisation
Authorises the opening of a priced equity round and engagement of a placement agent or lead investor.
All board resolutions are maintained in a structured register with the following fields:
- Resolution number and date of execution
- Subject matter and decision recorded
- Signatories — director(s) present and voting
- Effective date — when the authorised action takes effect
- Related documents — cross-referenced to contracts, share certificates, or filings
The register is maintained in the company's statutory books and is available to investors in the data room following SAFE execution. Resolutions are stored as signed PDF documents with a sequential reference number. UK Companies Act 2006 requires that resolutions and minutes are retained for a minimum of 10 years.
The following matters are designated as Reserved Matters — decisions that require a formal board resolution and, following the seed round, the consent of Class B shareholders above defined thresholds:
Reserved Matters are embedded in the Shareholders Agreement. They ensure that investors are protected from unilateral actions by the founder that could materially affect the value or structure of their investment. The thresholds above reflect market-standard terms for a seed-stage B2B technology company.
Investor Perspective
Board resolutions are the paper trail that proves a company is governed properly. Investors and their lawyers verify the resolution register at due diligence — not because they expect to find problems, but because an incomplete register is a signal that the founder has not taken corporate governance seriously. AxiForge has resolutions in place for every significant action taken since incorporation, templates prepared for the seed round close, and a forward register that covers the first 18 months of operation post-funding.