Do the directors have to meet in person to approve the annual accounts?

Last checked against the sources on 06 October 2026

No. The Companies Act requires the board to approve the accounts and one director to sign the balance sheet, but not a physical meeting. Under the model articles the directors can decide by a unanimous written resolution, or at a meeting held by any means, such as video. A private company also doesn’t have to hold an annual general meeting, though it must send the accounts to its members.

What the Act requires

Section 414 of the Companies Act 2006 says the annual accounts must be approved by the board of directors and signed on behalf of the board by a director, and the signature must be on the balance sheet. For a small company using the micro-entity rules, the balance sheet must also carry a statement to that effect above the signature. The section doesn’t say the board has to meet, or that the signature has to be in ink.

How the directors can decide without meeting

How the board takes decisions is set by the company’s articles. The model articles for private companies limited by shares, and the model articles for Right to Manage companies, have the same two routes:

A unanimous decision. It is taken when all the eligible directors indicate to each other, by any means, that they share a common view. The article says it can be a resolution in writing that each director has signed, or otherwise agreed to in writing.
A majority decision at a directors’ meeting. The articles say it is irrelevant where the directors are or how they communicate, as long as each can communicate their views to the others. So a video or telephone meeting counts, and a meeting called for that purpose can be held wherever the directors choose to treat it as taking place.

A written resolution needs every eligible director to agree. If one disagrees, or doesn’t reply, hold a meeting instead. It can be online. Either way, the model articles require the company to keep a written record of each decision for at least 10 years.

Signing electronically

Section 7 of the Electronic Communications Act 2000 makes an electronic signature admissible in evidence about whether a document is authentic, so an e-signed resolution is not just a convenience. We have found nothing in section 414 that requires a handwritten signature. Keep an audit trail showing who signed, when, and what they signed.

Do the members have to meet?

Only public companies, and private companies that are traded companies, must hold an annual general meeting (section 336). A resident-run building company is neither, so there’s no legal requirement for an AGM or for members to approve the accounts. The company does have to send a copy of the annual accounts to every member (section 423), and, for a company with no share capital, to those entitled to notice of general meetings.

What to check first

Your articles. Many companies adopt the model articles, but they can be altered or replaced. If yours don’t allow written or remote decisions, or require an AGM, those rules apply.
Your leases. Some require the freeholder or management company to hold meetings or give leaseholders certain information. That is separate from company law.
The number of directors. The model articles set a minimum quorum of two for directors’ meetings unless the company has a single director.

This is general information, not legal advice.

How Tiny Freeholder helps

Tiny Freeholder sends the accounts to each director to e-sign as a written resolution, so nobody has to meet. Every current director has to agree, and the signed record, with who signed and when, is kept. It also records the date the accounts were approved for filing.

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