An existing source exists
Minutes, a written resolution, consent, extract, filed document or another evidential source can be identified. A missing decision is not manufactured.


Coddan Verification and Documentary Solutions Centre
Identify the decision that must be evidenced, the body that made it, the governing source and the status of the existing record before choosing a full record, extract, copy or certified form.
Start with the decision, not a template. This service prepares evidence of an existing decision. It does not invent a meeting, recreate a missing past resolution, backdate a record, ratify a defect or decide a disputed governance question.
Is this the right service?
This service is appropriate where the required evidence concerns an existing board, member, trustee or other corporate decision and the company or organisation, decision-making body, decision, relevant date, recipient and intended purpose can be identified sufficiently.
Minutes, a written resolution, consent, extract, filed document or another evidential source can be identified. A missing decision is not manufactured.
The relevant statute, operative constitution, delegation and organisational rules can be identified without assuming a universal procedure.
Its provenance, date, completeness, documentary status and supporting chain can be checked, or a readiness problem can be identified.
We can establish whether the recipient needs the full record, an extract, an ordinary copy, company certification, an official certified copy or a later professional stage.
Reserved basis: subject to confirmation of the company, governing source, existing decision record, requested evidential form and recipient instructions. If the decision, authority, filing or record is missing, inaccurate, inconsistent, disputed or defective, the preliminary issue must be addressed before evidential preparation continues.
Decision-document identity
The correct item depends on who made the decision, how it was made, what was recorded and what the recipient actually needs established.
Minutes of a directors’ meeting, a resolution recorded in those minutes, or a written directors’ decision permitted by the operative framework.
General-meeting minutes, an ordinary or special resolution, a permitted written members’ resolution, or a sole-member decision record.
A decision of trustees or an authorised committee, considered under the organisation’s legal structure, governing document and delegation.
The recipient may require the complete record, the resolution text, a supported extract, an ordinary copy, a company-certified copy, a professionally certified copy or a Companies House-certified filed copy.
Not interchangeable: draft minutes are not a final record; an extract is not the complete minutes; a private certified copy is not a Companies House-certified copy; and evidence that a decision occurred is not a universal guarantee that a named person may complete a later transaction.
Decision-making body
A company decision may belong to the directors collectively, a properly authorised committee, the members, a sole member or a person acting under a confirmed delegation. Charity trustees or another governing body may act in a separate legal capacity.
A director does not automatically make every decision alone. A company secretary, member or shareholder does not automatically possess board or transaction powers.
Attendance at a meeting is not the same as voting authority, and recording a decision is not the same as possessing authority to make it.
A committee or individual decision depends on the relevant delegation and any limits, conditions or reserved matters in the governing framework.
Board, member and trustee routes
The Companies Act, operative articles and any valid delegation may determine whether directors acted at a meeting or through a written procedure, together with relevant notice, participation, quorum, interests, voting, conditions and recording requirements.
Ordinary resolutions, special resolutions, meeting resolutions, written members’ resolutions and sole-member decisions remain distinct. The statutory written-resolution procedure is for private companies and is not available for every decision.
The organisation’s legal structure, governing document, regulator framework and delegation must be identified. Company directors acting as charity trustees may have duties in more than one capacity.
A title does not prove validity. Calling a document a “special resolution”, filing it, asserting a majority or acting on it later does not by itself resolve every issue concerning procedure, voting entitlement, conflicts, authority or legal effect.
Decision chain
The shortest sufficient set is determined by the recipient’s written requirement, the decision date, the corporate body, the intended use and the records that exist. It may contain only the decision document, or a supported chain.
Operative articles, statutory provision, governing document, delegation or committee authority.
Notice, circulation, attendance, eligibility, declared interests, consent or voting records where material.
Minutes, a written resolution, written decision, consent or another record, including incorporated schedules and attachments.
A filing, implementation document or later decision that amended, revoked, replaced or superseded the earlier decision.
Companies must retain specified directors’ meeting minutes and member-resolution or meeting records for statutory periods. Their evidential effect under the Companies Act does not make every record conclusive of validity or establish every later act.
Provenance and execution
A draft, contemporaneous note or circulated proposal must not be presented as a final corporate record.
Final minutes, an authenticated resolution or an electronic record require examination of the applicable statutory and constitutional framework.
An ordinary copy, company-certified copy or supported extract must identify its source and must not be upgraded by unsupported certification language.
A filing-history image and a Companies House-certified copy are different products. Filing does not decide every question about the underlying decision.
No meeting, date, attendee, quorum, consent, vote, chair, signature, resolution, attachment, delegation, authority or certification wording will be invented. An unsigned minute is not treated as automatically valid or invalid without the applicable framework and evidence.
Full record, resolution or extract
May contain discussion, personal information and commercially sensitive matters beyond the decision the recipient needs.
May reproduce the relevant decision where accepted, but must accurately reflect the source and retain qualifications or conditions material to meaning.
Redaction differs from extraction. Omissions must not make the document misleading, and the recipient must accept the proposed presentation.
Certification of a copy or extract confirms only what the certifier is properly able to confirm in that capacity. It does not validate the underlying decision, cure a procedural defect or confer transaction authority.
Public filing and private record
The absence of a public filing does not by itself prove that no internal decision occurred. The presence or acceptance of a filing does not by itself prove compliance with every governance requirement. Public and internal records may need to be reviewed together.
How the service works
Documentary readiness
Before treating a record as ready, the review separates evidence selection from correction, governance, record reconstruction, authority analysis and legal advice.
Company, decision-maker, date, governing source, minutes or resolution, supporting records, signatures or authentication, attachments, later decisions and related filings.
A meeting that did not occur, missing decision, defective procedure, unsupported authority, inaccurate record, missing attachment, omitted filing, disputed validity or dissolved-company issue.
Correction, governance, reconstruction, a new decision, ratification analysis, transaction-authority work, legal or regulatory advice, or restoration must remain a separately defined route.
Professional boundaries
Articles, Objects and Constitutional Documents for Evidential Use identifies the operative articles or governing document. This service uses that identified source only to assess the existing decision record.
Disputed notice, quorum, voting, class rights, conflicts, powers, ratification, enforceability or legal effect require appropriate legal or governance advice.
A resolution may form part of an authority chain, but Powers of Attorney, Authorised Signatory and Corporate Authority Evidence addresses whether a person may act in a specified transaction.
Use Document Correction and Readiness Before Certification or Evidential Use where decisions, records, filings or supporting evidence are missing, inaccurate, inconsistent or defective.
Later treatment
International use alone does not prove that notarisation, an apostille, translation, Chamber certification or diplomatic legalisation is required. The source document, signature, certification, execution form, destination and recipient instructions may affect the later route.
Controlled by the appointed individual notary and defined separately from preparation of the decision evidence.
Eligibility and issue are controlled by the Foreign, Commonwealth and Development Office; an appropriate public-official signature, seal or certification may matter.
Controlled by the translator, embassy or consulate under its own current requirements and sequence.
The correct sequence should be established before a document is extracted, certified, notarised, apostilled, translated, bound or submitted. The receiving authority makes the final acceptance decision.
Responsibility map
Responsible for its decisions, governance, minutes, resolutions, records and representations; authorised bodies control decisions made in their proper capacity.
Controls its register, filed documents, official products, formats, charges, processing and official acts.
Identifies, prepares, obtains or coordinates the appropriate existing decision-document route within verified authority and the agreed written scope.
A legal adviser, company officer, notary, FCDO, translator, embassy, consulate or foreign professional controls the act performed in that capacity.
Commercial scope
No artificial package or unsupported price is used. The scope depends on the evidence actually required and the condition of the records.
Number, age and complexity of decisions; decision-making body; procedure used; supporting records; later decisions; and whether a full record or supported extract is needed.
Companies House or other official products, source checking, Coddan’s professional work, independent legal or governance input, certification, notarial work, apostille, translation or diplomatic charges.
Paper or electronic form, originals, schedules, delivery, and separately scoped filing, correction, records, governance, authority, strike-off or restoration work.
The written scope should distinguish Coddan’s professional charge, official charges, independent professional and third-party charges, delivery charges, and circumstance-dependent preliminary or additional work. Value Added Tax treatment is confirmed only where applicable and established.
Enquiry information
Provide as much as you know. “Not known” is an acceptable answer. You do not need to decide the correct document, legal validity, certification form or later authentication route yourself.
Name, registration number, legal structure, incorporation date if known, current status, recipient, purpose or transaction, destination country and deadline with its reason.
The recipient’s exact terminology, decision or approval, date or period, whether current or historic, decision-making body, meeting or written process, and any ordinary, special, unanimous or conditional description.
Articles, governing documents, delegations, notice, circulation, attendance, quorum, voting, consent, conflict records, minutes, resolutions, supporting papers, schedules and transaction documents.
Whether draft, final, signed, authenticated, filed, copied, extracted or certified; who signed and in what capacity; missing attachments; later amendment, replacement, revocation or supersession.
Complete minutes or relevant decision, confidentiality concerns, extract or redaction, ordinary or certified copy, paper or electronic form, original signature, certification statement, seal, stamp or attachment.
Related Companies House or other registry filing, forms, whether public and internal records agree, and any inaccurate, incomplete, inconsistent, disputed or historic decision, authority, signature or record.
Written instructions or sample wording; any requested or completed notarisation, apostille, translation or diplomatic legalisation; language, sequence, submission and delivery destinations.
Any proposed or commenced strike-off action, dissolution, restoration in progress or completed restoration.
Send this information through Coddan’s normal website contact details. This section is an information checklist only and does not transmit an enquiry.
Frequently asked questions
It is a record evidencing an existing decision made by the body or person authorised under the applicable statutory, constitutional or delegated framework. It may be minutes, a resolution, a written decision, consent or a supported extract.
Minutes record proceedings and decisions of a meeting. A resolution is the decision itself and may appear within minutes or in a separate written document, depending on the procedure used.
Not necessarily. Board minutes may record discussion and several decisions; a board resolution is a specific decision, which may be recorded in the minutes or through another permitted directors’ decision procedure.
It is a directors’ decision made through a written procedure permitted by the company’s operative articles and applicable framework. The required process and record cannot be assumed from the label alone.
They are decisions of different corporate bodies. The directors exercise board powers; members decide matters reserved or submitted to them under legislation and the constitution.
They are distinct statutory forms of members’ resolution with different approval requirements. The subject matter, company type, constitution and actual procedure must be checked.
No. The Companies Act written-resolution procedure is a private-company procedure and is unavailable for certain decisions. The company type and proposed decision must be checked.
It is a decision made by a company’s sole member in that capacity. Statutory recording requirements can apply, and the document must be distinguished from a director’s decision by the same individual.
Not automatically. The legal structure and the capacity in which individuals acted must be identified. Charity trustees and company directors may be the same people but have distinct legal and regulatory responsibilities.
The operative articles may regulate meeting, written-decision, quorum, voting, conflict and delegation matters. Use Articles, Objects and Constitutional Documents for Evidential Use where the operative constitution has not yet been established.
Where model articles apply, the relevant statutory version and any company-specific modification must be identified. The latest published model is not assumed to apply to every company.
There is no single rule for every document or recipient. The legislation, operative constitution, company records, authentication method and recipient instructions must be considered.
No universal rule is stated here. The applicable statutory evidential provisions, articles, record-keeping practice and recipient requirement must be checked rather than assuming every director’s signature is necessary.
No. A filing may evidence that a document was delivered, but it does not resolve every question about notice, voting entitlement, quorum, authority, conflicts or legal effect.
No. Some resolutions and agreements must be delivered under the statutory framework, while many internal decisions are not represented by a complete public filing. The particular decision and any consequential filing must be checked.
It is an extract reproducing the relevant part of a source record with certification by a person acting in an identified capacity. It is not the complete minutes and does not validate the underlying decision.
Not necessarily. A supported extract may suffice if the recipient accepts it and no material condition or qualification is omitted.
An extract or redacted copy may sometimes be appropriate, but omission must not make the evidence misleading. The recipient’s requirement and the significance of the omitted material must be assessed.
Not merely because it is certified. A private company-certified or professionally certified extract remains distinct from a Companies House-certified copy of a document held on the register.
Companies House currently offers certified copies of documents held on its register. Availability and the correct form should be confirmed for the identified filing and intended later use.
It may be sufficient if the recipient accepts it. Free public access does not turn the image into an official certified copy, so certification should be obtained only where justified.
Yes, where it is complete, legible, correctly identified and accepted in that form. Paper is not automatically required and an electronic record is not automatically unsuitable.
If they are incorporated into or material to the decision, the record may not be ready. Missing material must be located or the limitation addressed; it must not be invented.
The later decision and its effect must be identified. This service does not present an earlier decision as continuing unchanged where the records show amendment, revocation or supersession.
No. Officeholding or participation in a decision does not automatically establish authority for every transaction. Use Powers of Attorney, Authorised Signatory and Corporate Authority Evidence for the transaction-specific authority question.
No. This service does not invent, backdate, recreate, approve or ratify a decision that is missing or was not made. Any lawful present-day governance response requires separate assessment.
No. Certification does not repair the underlying procedure. A potential defect must be identified and directed to appropriate governance or legal advice.
No. It identifies and prepares existing evidence. A disputed question of validity, authority or legal effect belongs to an appropriately qualified adviser.
The conflict is a readiness issue. The sources and chronology must be reviewed, and correction, governance or legal work may be required before the evidence is presented.
No. The receiving authority’s instructions, destination, document source and signature or certification determine whether either stage is justified.
Only where the recipient or competent authority requires it. The required language, translator qualification, source document and order of stages should be confirmed first.
No. It is a separate diplomatic stage used only where the destination and receiving authority require it.
Historic decision evidence requires date-specific analysis. Authentication does not restore a company, and restoration does not automatically validate every historic decision. Use Documents of Dissolved, Restored and Former Companies where status history affects the route.
The receiving authority or recipient decides acceptance. Companies House and each later professional or authority control only their own products and acts.
The company, recipient, purpose, decision, date, decision-maker, governing source, available records, documentary status, supporting chain, required form, deadline and any later-treatment instruction. “Not known” is acceptable.
The number, age and condition of records; complexity of the decision chain; required checking, copy or extract; official and professional stages; preliminary correction or advice; delivery; and any genuinely available expedited route.
Principal outcome
With the decision-making body, governing source, provenance, execution status, decision date, limitations and any separately justified later treatment clearly defined.
Certified filed copy route