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?
- for a services agreement between a shareholder and a joint venture company
- for a range of services, including office facilities, IT support and accounting, tax and HR services
- for a JV company which is a private limited company incorporated in England and Wales
What are the key features?
- 23 clauses and one schedule over 13 pages
- range of services to be provided, to be adapted to suit the circumstances
- fees and third party costs to be paid to the service provider
- limitations of liability for the service provider
- termination provisions, including the service provider ceasing to be a shareholder in the company
When do I use a shareholder operational services agreement?
A corporate shareholder may agree to provide operational and support services to a company, often as part of a joint venture. The company itself lacks the necessary resources and infrastructure required the operational and administrative tasks and roles.
Operational services that a shareholder may offer include:
- office facilities: desk space, meeting room and associated services
- IT: computer maintenance and support, exchange server products and services, website hosting and maintenance
- accounting: preparation of management accounts and assistance with annual statutory accounts preparation
- tax: assistance with the company’s tax filings and compliance
- personnel: support with payroll, recruitment and HR related matters
- insurance: participation in group insurance schemes and policies
The services may be provided by the shareholder itself through its own resources or by third party providers, often as part of the shareholder’s own services requirements.
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Updated by a lawyer on 17/07/2025
- Updated By a lawyer on
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