July 2


5 Differences Between Board of Advisors vs Board of Directors

By Andrew Martin

July 2, 2024

board of advisors vs board of directors

One of the questions I often get asked by small business owners is “What’s the difference between an Advisory Board and a Board of Directors?” There’s a lot of confusion out there about what Board of Advisors and Board of Directors actually do, so I wanted to clear things up.

Make no mistake, these two groups are not the same, and they serve very different roles within a company.

Board of Advisors vs Board of Directors: Key Differences

So, what’s the major difference between a Board of Directors and a Board of Advisors? Here are 5 key distinctions…

1. Purpose and Role

Board of Advisors

The primary purpose of a Board of Advisors is to act as a sounding board for business owners and leaders. It’s where a business owner can get advice and practical, actionable strategies they can implement to benefit their company.

Unlike formal boards, these groups focus on providing mutual support, sharing experiences and insights, and offering advice to help members navigate all the different challenges and opportunities that come with running a business.

The role of an Advisory Board is all about growth and development—both of the individual members and their businesses.

Members come together to learn from each other’s successes and failures, offering insights that are practical, immediately applicable, and often born out of firsthand experience.

Board of Directors

A Board of Directors has a defined legal and fiduciary responsibility to the company it serves.

Its members are tasked with overseeing the company’s business affairs, making strategic decisions, and ensuring the company’s long-term sustainability and compliance with laws and regulations.

The Board of Directors has the power to make binding decisions that can have a huge impact on the company’s direction, financial health, and operational effectiveness.

This board’s role isn’t just advisory but also governance, with members obliged to act in the best interest of the company’s stakeholders, including shareholders, employees, customers, and the community.

Key Differences

  • Advisory vs. Governance: While Advisory Boards offer advice and support, Boards of Directors have governance roles, including making binding decisions and setting strategic direction.
  • Focus on Development vs. Oversight: Advisory Boards focus on the personal and professional development of their members, whereas Boards of Directors concentrate on oversight, compliance, and strategic planning.
  • Mutual Support vs. Legal Responsibility: Members of Advisory Boards engage in a mutual exchange of advice and support, while Directors on a Board have legal responsibilities and fiduciary duties to the company.

2. Composition/Selection

Board of Advisors

An Advisory Board typically has a diverse composition with members from various industries, backgrounds, and stages of business growth involved. Members are usually business owners, entrepreneurs, or leaders who seek to gain insights from their peers and contribute their own knowledge and experience to the group.

This diversity is intentional as it’s designed to bring a full range of perspectives and experiences to the table which can lead to more innovative solutions and a deeper understanding of different market dynamics.

When you have a collection of members who have different backgrounds and experiences, they can offer unique insights and approaches to solving problems and making decisions.

As a business owner, this gives you a bigger pool of knowledge to tap into when you hear from multiple sources, and that’s definitely a good thing.

The selection process for these boards is often based on the complementary skills and experiences of highly vetted members, ensuring each member benefits from the collective expertise and diverse viewpoints within the group.

Board of Directors

A Board of Directors comprises individuals selected based on their expertise, industry knowledge, and potential to contribute to the company’s strategic goals.

This often includes a mix of internal directors (such as company executives) and external directors (independent individuals not involved in the day-to-day operations).

The composition of a Board of Directors is designed to balance the needs of the company, with members often bringing specialized knowledge in finance, law, marketing, or other relevant fields.

It’s a formal selection process with directors usually elected by shareholders or appointed by existing board members.

Key Differences

  • Diversity of Experience vs. Specialized Expertise: Advisory Boards are best when they draw on the diverse experiences of their highly-vetted members, while Boards of Directors are chosen for their specific expertise and ability to guide the company strategically.
  • Self-Selection vs. Formal Election: Membership in an Advisory Board is often self-selected or by invitation, based on mutual interests and goals, whereas Directors are formally elected or appointed based on the company’s governance structure.
  • Cross-Industry vs. Strategic Fit: Advisory Boards usually include members from a range of industries to maximize the diversity of thought, whereas Boards of Directors are composed to align closely with the company’s strategic needs and industry challenges.

3. Decision-Making Power

Board of Advisors

The decision-making power in a Board of Advisors is only advisory — in other words, it’s not authoritative. It doesn’t have any real teeth or authority.

This means that while members can offer guidance and suggestions, the final decision rests with the individual seeking advice.

This structure allows for a free exchange of ideas without the obligation to follow through on advice given.

Members of a Board of Advisors offer advice based on their experiences and knowledge. This advice can inform and guide the decision-making process of the business owner, but it doesn’t lock the business owner into any binding decisions.

The non-binding nature of the advice gives business owners the freedom to weigh their options carefully and choose the best course of action for their unique situation.

Board of Directors

A Board of Directors has formal, legal decision-making authority within a company. The board’s decisions are binding and directly influence the company’s strategic direction, financial management, and operational policies.

The Board of Directors is responsible for making critical decisions that affect the company’s future and ensuring that the company adheres to legal and ethical standards. They have the legal authority to make decisions that are binding on the company.

This includes strategic planning, financial oversight, and major corporate actions.

Directors provide strategic oversight and make decisions that shape the company’s long-term direction while meeting the interests of shareholders and other stakeholders.

Key Differences

  • Advisory vs. Authoritative Decision-Making: The primary difference in decision-making power lies in the advisory nature of Advisory Boards versus the authoritative, legally binding decisions made by Boards of Directors.
  • Empowerment vs. Oversight: Advisory Boards empower business owners to make informed decisions based on shared advice, while Boards of Directors have oversight responsibilities that include making strategic decisions that directly impact the company’s direction and compliance.

4. Legal and Financial Accountability

Board of Advisors

Advisory Boards primarily serve as a source of guidance and support, without any legal or financial accountability for the decisions made by its members.

The focus is on sharing experiences, offering advice, and providing moral support.

Members are not legally bound by the advice given or decisions made within the group. This setup allows for open, honest discussions without the fear of legal repercussions.

The primary function of a Board of Advisors is to support business owners in their decision-making process by providing insights and advice based on collective experiences.

The emphasis is on professional growth rather than on legal and financial oversight.

Board of Directors

A Board of Directors has real legal and financial responsibilities.

Directors are legally accountable for their decisions and actions, which can directly affect the company’s financial health and legal status.

They are obligated to act in the best interest of the company while ensuring the company’s compliance with laws and regulations.

The Board of Directors is responsible for overseeing the company’s financial performance, including approving budgets, financial planning, and ensuring the company’s resources are used effectively and responsibly.

Key Differences

  • Advisory vs. Legal Responsibility: While Advisory Boards offer non-binding advice without legal implications, Boards of Directors have actual legal and financial responsibilities, with decisions that can bring legal consequences for the company.
  • Support vs. Oversight: Advisory Boards provide a supportive environment for business owners to explore ideas and receive feedback, whereas Boards of Directors perform a critical oversight role, ensuring the company’s legal and financial health.

5. Frequency and Formality of Meetings

Board of Advisors

Meetings within a Board of Advisors are typically held on a regular basis. The frequency can vary, often monthly or quarterly, depending on the group’s preferences and the availability of its members.

These meetings are designed to foster open dialogue and sharing in a confidential setting. The atmosphere is usually structured but somewhat relaxed, encouraging members to openly discuss challenges, share successes, and provide honest feedback without things feeling too rigid or overly formal.

Board of Directors

Meetings of a Board of Directors are held with much more formality and are subject to legal requirements regarding their frequency, typically quarterly or as dictated by the company’s bylaws.

These meetings are structured, with a formal agenda that must be followed to address the strategic, financial, and operational oversight of the company.

Minutes of the meetings are officially recorded, and decisions made are legally binding.

Key Differences

  • Informality vs. Formality: Advisory Board meetings prioritize informal, open discussions that foster mutual support and advice, whereas Board of Directors meetings are formal, structured, and focused on strategic and legal decision-making.
  • Adaptability vs. Regulation: The frequency and scheduling of Advisory Board meetings is often designed to accommodate members’ needs, while Board of Directors meetings are regulated by legal requirements and company bylaws, reflecting their formal oversight role.

Other Resources

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Our meetings, whether online or in person, serve as springboards for innovation, teamwork, and strategic advancement, offering members priceless insights and strategies—what we call “Six Figure Takeaways”—to propel their businesses forward.

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Andrew Martin

Andrew is Founder and CEO of Six Figure Dinners. He's also a co-owner of JARA Ventures, a venture capital firm that invests in and operates businesses across various industries, including financial services, recruiting, digital media, and real estate. Prior to this, he owned and managed 11 Menchie's Frozen Yogurt locations and a Menchie's Food Truck, which he sold in 2014. Andrew's other investments mainly target small to mid-sized consumer industries.

He earned his MBA from UCLA Anderson School of Management, specializing in Brand Management. Before pursuing his MBA, Andrew led a sales territory at The TREX Company in Boise, ID. Throughout his career, he has volunteered in various capacities, such as offering pro bono mediation services and assisting underprivileged families in improving their living situations.

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