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.
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When do I use this document?
- 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
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.
When do I use this document?
- secured loan agreement for a secured loan of a fixed amount to be drawn in a single advance
- for a borrower which is a company incorporated in England and Wales
- for a loan repayable on a single repayment date or in instalments
What are the key features?
- easy to edit, with 21 clauses over 13 pages
- single advance of specified loan amount
- regular interest payments at either fixed or floating interest rate by reference to specified bank’s base rate of interest
- repayment either on a single repayment date or in instalments
- undertakings from the borrower, including to provide information to the lender and prohibition on granting security and additional borrowings
- events of default, including a failure by the borrower to repay the loan or interest, leading to the lender having the right to demand immediate repayment
What else do I need to know?
The security would need to be created and governed by a separate security document between the borrower and the lender, depending on the nature of the secured property or assets. Examples of security documents include:
- a charge over property
- a charge over shares
- a debenture, containing fixed and floating charges over all of the borrower’s assets and undertaking
What other documents are available?
For a form of unsecured loan document, see
For forms of unsecured and secured facility agreements, for advances of loans in several lump sums, see
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Updated by a lawyer on 17/07/2025
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