Directors written resolution template

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

• 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.