Do I need to notify the board if I think we're insolvent?

Yes, you absolutely must notify the board if you believe the company is or may be insolvent—this is not optional but a legal and ethical duty. Directors have a fundamental obligation to act in the best interests of creditors once insolvency is likely or unavoidable, and fulfilling this duty requires that all directors are aware of the company's true financial position. If you have information suggesting insolvency and you don't share it with the board, you're potentially exposing yourself and other directors to personal liability by allowing them to make decisions without crucial information. Moreover, if the company subsequently fails and investigations reveal that one director knew or should have known about insolvency while others were kept in the dark, the knowledgeable director faces particular scrutiny and potential liability for wrongful trading. The proper process is to formally raise your concerns at a board meeting or through appropriate channels: request or convene a board meeting specifically to discuss the company's financial position; present objective evidence supporting your concern about insolvency—prepare updated cashflow forecasts, balance sheet analysis, list of creditor pressures, or whatever financial information led to your conclusion; explain clearly why you believe the company cannot pay its debts as they fall due or why liabilities exceed assets; and formally propose that the board seek professional insolvency advice immediately. This discussion should be properly minuted, recording your concerns, the evidence presented, the board's discussion, and any decisions made including whether to seek external advice. If you're not the chair or managing director, you might initially raise concerns with senior directors before full board, but this doesn't substitute for formal board discussion—informal conversations don't create the necessary documentation or shared accountability. If other directors dismiss your concerns or refuse to act, you must be more forceful: clearly state in writing (email to all board members) your belief that the company is insolvent, your recommendation that professional advice be sought immediately, and your understanding that directors have legal duties to creditors that require action. If the board still refuses to act and you believe insolvency is clear and wrongful trading is occurring, you face a very difficult decision about whether to resign to distance yourself from decisions you believe are misconduct—however, resignation should only be done with legal advice because it doesn't absolve you of liability for actions taken while you were a director, and poorly executed resignation can actually worsen your position. The documentation of your concerns and the board's response becomes crucial evidence if the company later fails: if you raised legitimate concerns, proposed appropriate action, and were overruled by other directors, this significantly protects you from personal liability compared to staying silent and appearing complicit. Courts and liquidators look favorably on directors who identified problems, raised them appropriately, sought to take proper action, and can demonstrate through minutes and correspondence that they fulfilled their duties even if others didn't. Never hide concerns about insolvency to avoid conflict or because you hope you're wrong—if your concerns are mistaken, the board will commission professional advice that provides reassurance; if you're right, delay in acting worsens outcomes for everyone including yourself personally. Your duty is to the company and its creditors, not to protecting other directors from bad news or maintaining false optimism. Similarly, if you're the only director or one of only two, you still need to formally document your assessment: prepare a written assessment of the insolvency position; if there's a co-director, share this in writing and discuss urgently; document what actions you're taking in response including seeking professional advice; and maintain this documentation carefully because it demonstrates you recognized duties and acted appropriately. Finally, understand that raising concerns about insolvency is not being disloyal or defeatist—it's fulfilling your legal duty and potentially saving yourself and fellow directors from personal liability by ensuring decisions are made with full information and appropriate professional guidance.