Directors’ Conflicts of Interest Declaration and Register

An annual declaration form, a notice of interest in a transaction, a board authorisation minute and a register, so directors can meet their duties to avoid conflicts and declare interests.

Editable Word document
6
10pages
Guidance notes included
aml consultancy solutions

Company secretarial

Directors’ Conflicts of Interest Declaration and Register

About this document

What it’s for

Company directors have legal duties to avoid situations where their interests conflict with the company’s, to declare any interest in a proposed transaction with the company, and to declare interests in existing transactions. Failing to declare an interest in an existing transaction is a criminal offence. This document gives directors simple forms to make declarations, a minute for the board to authorise conflicts, and a register to keep track.

When to use it

  • When a director is appointed, and then every year
  • Whenever a director takes on a new role, investment or relationship that could conflict
  • Before the board approves any contract or arrangement in which a director has an interest

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  • Part 1 – Annual declaration by a director
  • Part 2 – Notice of interest in a transaction or arrangement
  • Part 3 – Board minute authorising a situational conflict
  • Part 4 – Register of directors’ interests and authorisations

How to complete it

  • Each director completes Part 1 on appointment and annually
  • Use Part 2 for a specific transaction and Part 3 for board authorisation of a situational conflict
  • Record everything in the register in Part 4 and review it at the start of board meetings

Key points to check

  • Check the articles – they may restrict whether an interested director can vote
  • Some transactions (such as substantial property transactions or loans to directors) also need shareholder approval

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Company secretarial

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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