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

Name: Directors Written Resolution Template UK - PaperRock Documents
SKU: BOA015.001
Price: 15.00 GBP
Availability: InStock

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?

where one or more shareholders wish to remove a director
where the Articles of Association do not include a simpler removal process
as special notice pursuant to the Companies Act 2006 to remove a director

Key features

special notice required to remove a director from office
including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director

What else do I need to know?

Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.

Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.

The special notice may also propose appointing a new director to replace the one being removed.

In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.

Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.

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