Written Resolution of the Directors

Make board decisions in writing without holding a meeting, with ready-drafted resolutions for the most common routine matters.

Editable Word document
7
10pages
Guidance notes included
aml consultancy solutions

Company secretarial

Written Resolution of the Directors

About this document

What it’s for

A written decision of the directors, signed by every director entitled to vote, which has the same effect as a resolution passed at a board meeting. It saves holding a meeting for straightforward decisions.

When to use it

  • For routine matters: changing the registered office, accounting reference date, bank mandate or company secretary
  • To approve the annual accounts, call a general meeting or approve a contract
  • When all directors agree and nobody wants the matter discussed at a meeting

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.

  1. Interpretation and eligibility
  2. Resolutions
  3. Filing and records

Also included

  • Change of registered office
  • Change of accounting reference date
  • Bank account and mandate
  • Appointment or removal of company secretary
  • Approval of annual accounts
  • Calling a general meeting
  • Approval of a contract
  • Registration of a share transfer
  • Other
  • Certification (for banks and third parties)

How to complete it

  • Keep the resolutions you need from the menu in section 2 and delete the others
  • Have every eligible director sign and date it – electronic signatures are fine
  • File it in the minute book and make any Companies House filings listed in the schedule

Key points to check

  • Your articles – the model articles require the decision to be unanimous among the eligible directors
  • A director with a conflict of interest may not be an eligible director for that decision

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

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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