Minmar Ltd and another v Khalatschi and another [2011] EWHC 1159 (Ch), [2011] All ER (D) 99 (Oct)
Although the The Insolvency Rules 1986 might be regarded on questions of construction of the terms of Sch B1 to the Insolvency Act 1986 (IA 1986), they themselves recognised that minutes should include a record of any resolution passed (see r 2.44A(4)(c)).
Accordingly, the distinction drawn in r 2.2(2) of the Rules between the resolution of the company and the decision of the directors did not appear to import any notion of informality to the decision of the directors. Whether a minute or a record, it should still be of a decision of the directors as such. Further, the terms of para 105 of Sch B1 to IA 1986 gave to an act of the majority the same validity as would be accorded to an act of the directors as a whole.
