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?

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

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