Last checked 1 November 2026. The structure below is a practical outline, not a legal form. Directors' duties and the rules on meetings and minutes come from company law and your own constitution, linked below. Ask your lawyer to check the resolution wording before you use it. If anything here conflicts with the linked source, the source wins.
A board decision on bitcoin is only as good as the paper the directors read first. The board meeting checklist covers how to run the meeting. This page covers what goes in the paper before it: nine sections, each pointing to the guide that helps you fill it in, and a fillable PDF and Word version you can download.
A good paper is short, states the recommendation first, and is honest about the case against. It can recommend not going ahead.
Never write recovery words, PINs or passphrases in a board paper. Name the keyholders by role and say where documents are kept, nothing more.
The nine sections
| Section | What goes in it | Guide that helps |
|---|---|---|
| 1. Paper details | Company, meeting date, author, the one sentence decision sought, and which advisers were consulted and when. | Accountant's corner |
| 2. Summary and recommendation | Half a page at most: the recommendation, the maximum amount and the main risk. | Readiness quiz |
| 3. Cash position and runway | Cash held, monthly costs, months of runway, the reserve kept before any bitcoin, and the surplus above it. | Sizing guide |
| 4. The proposal | Maximum allocation, how it is funded, purchase method, provider and checks done, keyholder roles, custody model, and sell and review rules. | Funding a company bitcoin purchase, Buying bitcoin as a company, custody guide |
| 5. Risks | Price, keys, provider failure, accounting volatility, tax records, bank or lender reaction, and rule changes, each with an owner. | Custodian due diligence, scams |
| 6. Accounting and tax | The accounting basis and the accountant's view on measurement, disclosure and tax records. | UK accounting, US accounting, tax |
| 7. Legal and governance checks | Constitution, directors' duties, declared interests, lender covenants, auditor, insurance and the treasury policy. | Directors' duties, policy guide |
| 8. Alternatives considered | Including doing nothing, a smaller amount, or a later review date. | Myths and facts |
| 9. Resolution and sign off | The resolution wording, who approved it, the date and the minute reference. | Board checklist |
Board paper outline (fillable PDF and Word)
The nine sections as a fillable PDF and an editable Word document, with a risk table and governance checks.
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UK: duties and minutes
The paper is the evidence that directors met their duties. Under the Companies Act 2006, a director must act in the way they consider most likely to promote the success of the company (section 172), exercise reasonable care, skill and diligence (section 174), avoid conflicts of interest (section 175), and declare an interest in a proposed transaction (section 177). Section 248 requires minutes of all directors' meetings to be recorded and kept for at least ten years.
Source: legislation.gov.uk: Companies Act 2006, section 172: duty to promote the success of the company, legislation.gov.uk: Companies Act 2006, section 174: duty to exercise reasonable care, skill and diligence, legislation.gov.uk: Companies Act 2006, section 175: duty to avoid conflicts of interest, legislation.gov.uk: Companies Act 2006, section 177: duty to declare interest in proposed transaction, legislation.gov.uk: Companies Act 2006, section 248: minutes of directors' meetings.
US: informed decisions and written consent
In Delaware, section 141 of the General Corporation Law puts the business of a corporation under the direction of its board. Section 141(e) protects directors who rely in good faith on reports from officers, employees and experts chosen with reasonable care, which is why the paper should name the advisers consulted. Section 141(f) allows the board to act by written consent without a meeting, unless the certificate or bylaws say otherwise, if all directors consent in writing. Other states have similar rules. Check with your lawyer for your state and your bylaws.
Illustrative minute wording
Illustrative wording. The minute below is an example to discuss with your lawyer, not a form to copy. Square brackets show choices and blanks.
Bitcoin treasury proposal. The board considered the paper dated [date] prepared by [role]. The board noted the cash position and reserve, the proposed maximum allocation of [amount], the custody model, the risks set out in section 5 and the views of [adviser] dated [date]. [Director] declared an interest in [matter], which the board noted. After discussion, it was resolved that [the company adopts the treasury policy attached and may buy bitcoin up to the maximum allocation, in line with that policy] [the proposal is not approved] [the proposal is deferred to the meeting on [date]]. The board will review the holding at least every [period].
Tips for a better paper
- Circulate it early enough for directors to read and ask questions.
- Attach the evidence: cash forecast, provider checks, the accountant's note.
- Put the case against in the paper, not only in the meeting.
- Record dissent and abstentions in the minute.
- Keep the paper and minute with the company's records, and never with any recovery material.
Read next
- Funding a company bitcoin purchase: retained profits, new capital or a director or shareholder loan.
- Board meeting checklist: running the meeting itself.
- Directors' duties and bitcoin: UK and US duties in detail.
- The policy pack: treasury policy, board resolution and more.
Sources
Primary sources only. Each link was checked on 1 November 2026. Rules change, so confirm the current version with your adviser.
- legislation.gov.ukCompanies Act 2006, section 172: duty to promote the success of the company
- legislation.gov.ukCompanies Act 2006, section 174: duty to exercise reasonable care, skill and diligence
- legislation.gov.ukCompanies Act 2006, section 175: duty to avoid conflicts of interest
- legislation.gov.ukCompanies Act 2006, section 177: duty to declare interest in proposed transaction
- legislation.gov.ukCompanies Act 2006, section 248: minutes of directors' meetings
- Delaware CodeTitle 8, chapter 1, subchapter IV, section 141: board of directors, including reliance on reports in 141(e)
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This is general information and education only. It is not financial, investment, tax, accounting, legal or regulatory advice, and it is not a recommendation to buy, sell or hold bitcoin or any other asset. It does not take account of your circumstances or those of your company. You must obtain your own official professional advice to confirm this information is correct before acting on it.
Rules change. This information is correct to our understanding at the last-reviewed date, but it may be incomplete or out of date, and official sources take precedence. Bitcoin is volatile. A company that buys it could lose some or all of the money it puts in.
Using this site does not create an adviser or client relationship. IoT Financial is not authorised or regulated by the Financial Conduct Authority (FCA) and is not registered with the US Securities and Exchange Commission (SEC) as an investment adviser. Read the full disclaimer.