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 the appointment of an individual to provide consulting services through a service company
- for a fixed term appointment or an appointment terminable on notice
What are the key features?
- 24 clauses over 16 pages
- time-based appointment for a fixed term, terminable by notice by either client or consultant
- service performance obligations on the consultant company, including for performance of the services by the named individual
- consulting fees on the basis of time spent at an agreed contractual rate
- ownership of intellectual property rights arising from the services
- status of the consultant as an independent contractor
- early termination for breach and other circumstances
What else do I need to know?
Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client. This will contain undertakings from the individual directly to the client covering the following:
- that the individual owns the service company and will continue to do so
- that the individual will be employed by the service company by the individual
- that the client will own intellectual property rights in materials/work product generated by the individual
- that the individual will be responsible for the service company’s performance of the consultancy agreement
We have a form of this side letter available – see
What other documents are available?
For a form of consultancy for a service company on a project basis, see
For forms of consultancy agreement with an individual consultant, see
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Updated by a lawyer on 17/07/2025
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