Can directors take decisions in writing?

Unless restricted by the Articles of Association, directors can take decisions in writing, including electronically and by email. The Model Articles applicable to private limited companies provide that directors may take decisions when all eligible directors indicate to each other by any means that they share a common view on a matter, including a form of resolution in writing. An eligible director for this purpose is a director who would have been entitled to vote on the matter had it been approved as a resolution at a board meeting.

Directors written resolution template

A professionally drafted directors’ written resolution template for private limited companies to approve specific transactions or contracts without holding a meeting. This template records board decisions clearly and ensures compliance with the Companies Act 2006. Ideal where directors prefer to sign off matters in writing, it comes with comprehensive guidance to help you complete and use it correctly.

to approve a specific business transaction or contract
where the directors’ resolutions will be approved in writing rather than at a meeting of directors

What are the key features?

formal approval of transaction documents by the board of directors
authority for directors to sign contracts and related agreements on behalf of the company
express confirmation that the transaction promotes the success of the company in line with section 172(1) of the Companies Act 2006
authorisation for directors to finalise ancillary documents and take any related actions necessary
clear structure allowing decisions to be documented efficiently in writing
suitable where companies adopt Model Articles of Association (Article 8(2)) or bespoke articles permitting written resolutions
focused on the approval of specific transactions, contracts and supporting documents

What other documents are available?

For board resolutions to approve a specific business transaction or contract to be passed at a meeting of the directors, see

Board minutes – template minutes

What else do I need to know?

A directors’ written resolution is a formal method for directors of a private limited company to make decisions without holding a board meeting. This method is particularly useful when all directors are in agreement and wish to avoid the time and formality of convening a meeting.

Under the Companies Act 2006, written resolutions for directors are legally recognised provided all eligible directors sign. This ensures decisions are properly documented and legally valid.

Directors typically use written resolutions to:

appoint officers or approve changes within the company
confirm financial matters, such as approving accounts or declaring dividends

This template includes clear, practical guidance and examples to help you complete and execute it correctly.

Description

When do I use this document?

as the disclosure letter to be delivered at closing of an investment in a private limited company
for general and specific disclosures to be given by the persons acting as warrantors under the investment or subscription agreement

What are the key features?

in letter form from the warrantor(s) to the investor(s)
introductory paragraphs, linking the disclosure letter and disclosures to the warranties in the investment or subscription agreement
general disclosures of certain matters, including:
- the contents of the disclosure documents, which are usually the documents provided to the investor(s) during due diligence and to be set out in an index to the disclosure letter
- in relation to commercial property, matters available from public searches
- matters which would be available from:
  - a Companies House search of the target company
  - a winding-up search on the target company
  - a search of the UK Intellectual Property Office
- matters disclosed in correspondence between the parties and their advisers
specific disclosures against the warranties to be included in table form

What else do I need to know?

Corporate transactions usually involve one party (the warrantor) providing warranties to another party concerning the company and its business, financial performance, prospects, assets, contracts, rights and liabilities. A breach of the warranties may result in a legal claim against the warrantor for damages for breach of contract.

The warrantor may wish to disclose specific events or circumstances as exceptions to certain warranties. The disclosure of these matters is intended to shield warrantor against a potential claim for breach of the particular warranties. Instead of amending or qualifying the warranties themselves, the disclosures against specific warranties are set out in a separate letter prepared by the warrantor, known as a “Disclosure Letter”.

As an example in an investment transaction, the agreement may include a warranty that the target company has complied with all legal requirements in its business conduct. If the founders, acting as warrantors, are aware of a failure by the company to comply with a specific legal requirement, they would disclose this as an exception to the warranty. This is done by setting out a narrative of the circumstances of the breach, along with supporting documents, in the Disclosure Letter. If the disclosure satisfies the defined requirement of “fair disclosure” in the investment agreement, it should shield the founders from a claim under the investment agreement for breach of this warranty regarding the disclosed non-compliance.

The warranties may explicitly require that certain facts or documents be included in the Disclosure Letter. For instance, a warranty might require that the Disclosure Letter contains details and copies of all material contracts entered into by the target company. Failure to disclose a material contract may result in a claim against the warrantors for breach of warranty if the omission causes loss to the investor(s).

Upon receiving disclosures during transaction negotiations and discussions on the draft Disclosure Letter, the investor(s) have several options:

to accept the disclosure, with the result that the investor(s) have no legal recourse if the disclosed matter leads to an actual liability or loss
to request specific indemnity cover from the warrantors in the investment agreement to cover the disclosed matter, under which the investor(s) may be able to recover any resulting liability or loss notwithstanding the disclosure
to renegotiate the transaction terms, such as adjusting the company’s pre-investment value, or hold back some investment until the risk of a liability or loss has expired in the future
to withdraw from the transaction entirely

What other documents are available?

For a disclosure letter for use in a share purchase transaction, see

Disclosure Letter – share purchase

For a disclosure letter for use in a business purchase transaction, see

Disclosure Letter – business purchase

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£15.00 exc VAT

Updated by a lawyer on 17/07/2025

Updated By a lawyer on 11/15/2022

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Directors written resolution template