Advisory board member agreement

An advisory board is a group of outsiders who advise a company and have no power over it, and the agreement with each member has to say that plainly, because the word 'board' invites the opposite assumption. It has to define the commitment and the meetings, exclude authority and directors' duties, protect the company's information across a group of people who advise other companies, and deal with the fees or equity each member receives and how the company removes a member who is no longer useful. I draft that agreement, for the company or for the member, for a fixed fee of £595, delivered in five working days.

Who this is for

Companies in England and Wales setting up an advisory board of industry figures, former executives, academics or customers, and individuals invited to join one who want to know what they are agreeing to.

What matters in an advisory board member agreement

What an advisory board is and is not

The agreement should say that the advisory board is a consultative body convened by the company with no constitutional status, that it is not the board of directors and has no powers under the articles, that its views are advisory, and that membership confers no office, employment or agency; where the company's articles or shareholder documents mention an advisory board, the agreement should be consistent with them.

The member's commitment and the meetings

The agreement should state the number of meetings a year, their expected length and format, the member's commitment between meetings (availability for a call, review of papers, a stated number of hours a month), and the company's obligations to circulate papers in advance and to keep the board informed; a member who does not attend should be removable, and a company that does not convene the board should release the member.

No authority and no director's duties

Each member should be stated not to be a director, officer, employee or agent, to have no authority to bind or represent the company, and to owe no fiduciary duties, with the company agreeing not to hold members out as directors and to minute advisory meetings as advisory; the risk the agreement manages is the one in section 251 of the Companies Act 2006, that a person whose directions the real board follows becomes a shadow director, and the cure is that advice is given to the board, which decides.

Confidentiality across a board of outsiders

Advisory board members see the company's plans, numbers and problems, often alongside people from the same industry, and the agreement should impose confidentiality on each member with the usual exceptions, prohibit use of the information for their own businesses or other appointments, require disclosure of conflicts and recusal, and allow the company to exclude a member from discussions where a conflict exists; the company should share with the board only what it is prepared to have discussed in that room.

Fees, equity and expenses

Advisory board members may be unpaid, paid a fee per meeting or a retainer, or granted equity, and the agreement should state which, cross-refer to any option or share documents with vesting tied to the term, provide for expenses, and note that each member is responsible for their own tax; where a member introduces business or investors, any fee should be stated and comply with the Bribery Act 2010, and the member's status is that of an independent adviser with other interests.

Term, removal and liability

The agreement should run for a fixed term, usually a year, renewable, with the company able to remove a member on short notice without cause and the member able to resign, with unvested equity lapsing as the equity documents provide; the member's liability should be limited to any fees received with consequential loss excluded, tested under section 11 of the Unfair Contract Terms Act 1977, and the company should indemnify members against claims by third parties arising from their advice given in good faith, which is what makes experienced people willing to join.

What it costs

Consultancy or contractor agreement, £595. Drafted for your business. Five working days.

Template set for repeat use, £895. One master agreement plus a short-form schedule you can reuse for every engagement. Five working days.

Buying online forms the engagement on payment. The scope is what the consultancy and contractor agreements page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A clear, express assignment of intellectual property to your business
• Confidentiality provisions that protect your business information
• Restrictive covenants drafted at a scope a court will uphold
• Clear treatment of status, so the arrangement is not accidentally something else
• Payment, deliverables and termination provisions that match how you work
• A reusable structure, so the next engagement costs you nothing

What is not included

• Employment status determinations and off-payroll working assessments, which need your accountant
• Tax advice
• Disputes with a contractor you have already engaged
• Immigration and right to work compliance

Questions I am often asked

Does an advisory board member have any legal responsibility for the company?

Not as a director, if the agreement and the company's conduct keep them an adviser. A member whose instructions the real board follows can become a shadow director, which the agreement is drafted to prevent.

Can we remove an advisory board member who never turns up?

The agreement allows it, on the notice it sets and without cause. Equity not yet vested lapses as the equity documents provide.

Should members sign a separate NDA?

The agreement contains the confidentiality obligation, so a separate NDA is unnecessary. What matters more is that the company shares with the board only what it is prepared to have discussed.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Consultancy agreement for a non-executive adviser
• Adviser agreement with equity for a startup

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.