Directors' Resolution (UK)
WRITTEN RESOLUTION OF THE DIRECTORS
[Company Name]
(Company Number: [Companies House Number])
Registered Office: [Registered Office Address]
Date: [Resolution Date]
Subject: [Resolution Subject]
The following is a written resolution of all the directors of [Company Name] (the "Company"), company number [Companies House Number], passed in accordance with the Company's articles of association and section 248 of the Companies Act 2006. This written resolution has the same force and effect as if it had been passed at a duly convened meeting of the board of directors.
BACKGROUND
[Resolution Background]
RESOLUTION
The directors of the Company hereby RESOLVE as follows:
[Resolution Text]
LEGAL BASIS
This resolution is passed as a written resolution of all the directors of the Company in accordance with section 248 of the Companies Act 2006 and the Company's articles of association. Each director signing below confirms that they are an eligible director for the purposes of this resolution and that no conflict of interest exists that would prevent them from voting on this matter.
DIRECTORS SIGNING
The following directors have signed this resolution: [Directors Names]
SIGNED by all eligible directors:
Signed: ____________________________
Name: ____________________________
Director of [Company Name]
Date: ____________________________
Signed: ____________________________
Name: ____________________________
Director of [Company Name]
Date: ____________________________
Director
________________
Signature
Date: ________________
Director
________________
Signature
Date: ________________
What Is a Directors' Resolution (UK)?
A Directors' Resolution in the United Kingdom records a corporate decision and the meeting or written procedure by which the directors or members reached it, and is governed by the Companies Act 2006.
Under section 248 of the Companies Act 2006 and the model articles for private companies limited by shares (Schedule 1 to The Companies (Model Articles) Regulations 2008, SI 2008/3229), directors may pass a resolution in writing without holding a meeting. The resolution must be agreed to by all eligible directors, and it has the same legal force as a resolution passed at a duly convened board meeting.
Directors' resolutions are an essential tool of corporate governance. They provide a formal, documented basis for the board's decisions and demonstrate that those decisions were taken by the appropriate persons, in accordance with the proper procedure, and in fulfilment of the directors' statutory duties under sections 171–177 of the Companies Act 2006. Banks, solicitors, and investors frequently require certified copies of directors' resolutions as a condition of opening accounts, proceeding with transactions, or providing finance.
The United Kingdom Directors' Resolution (UK) Directors' Resolution template is designed for use by directors of private companies limited by shares incorporated in England and Wales. It covers written resolutions on any subject matter, and is suitable for a wide range of common board decisions including director appointments and resignations, dividend declarations, bank mandates, contract authorisations, and registered office changes.
The legal framework governing the Directors' Resolution (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Directors' Resolution (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Directors' Resolution (UK)?
A Directors' Resolution is needed whenever the board of directors of a UK company needs to formally record and authorise a decision. The Companies Act 2006 and the company's articles of association set out which decisions require board approval.
Common situations requiring a directors' resolution include: appointing a new director or accepting a director's resignation; changing the company's bank account signatories or opening a new bank account (banks invariably require a certified copy of the relevant resolution); authorising the company to borrow money or enter into a guarantee or security arrangement; approving a significant contract, property lease, or business acquisition; declaring or recommending a dividend payment to shareholders; approving the annual accounts for presentation to the shareholders; allotting new shares to investors (subject to existing shareholder authority); changing the company's registered office address; appointing the company's auditors; and authorising any transaction in which a director has a personal interest (subject to shareholder approval where required by the Companies Act 2006).
A written directors' resolution (as opposed to a resolution passed at a meeting) is particularly convenient for routine decisions in smaller private companies where the directors are closely involved in the business and the formality of a board meeting would be disproportionate to the nature of the decision. It provides all the legal authority of a board meeting resolution in a simple, straightforward written format.
Directors' resolutions should be dated, signed by all eligible directors, and retained in the company's statutory minute books for the duration of the company's existence. Proper record-keeping is not just best practice — it is a statutory obligation under sections 248 and 249 of the Companies Act 2006.
Parties in United Kingdom should prepare a Directors' Resolution (UK) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Directors' Resolution (UK)
A well-drafted UK Directors' Resolution should include the following key elements.
Company identification: The full registered name of the company, its Companies House registration number, and its registered office address. This confirms the resolution is unambiguously attributed to the correct legal entity.
Date: The date on which the resolution is passed — that is, the date on which the last eligible director signs. Accurate dating is important for any consequential filing deadlines and for the company's statutory records.
Recital: A brief statement providing the background context for the resolution — explaining why the resolution is being passed and what the board has considered.
Resolution text: The operative wording of the resolution itself, typically introduced by the word 'RESOLVED' or 'IT IS RESOLVED'. The resolution should be drafted in clear, unambiguous language and should precisely specify what has been authorised or decided — including any relevant names, amounts, dates, and conditions.
Reference to articles and Act: A statement confirming that the resolution is passed in accordance with the company's articles of association and section 248 of the Companies Act 2006 (for written resolutions).
Signatures: The signature of each eligible director, along with their printed name and the date of signing. For a written resolution to be valid, all eligible directors must sign.
Certification: An optional certification by the company secretary or a director that the resolution is a true and accurate record, for use when providing certified copies to banks or other third parties.
Additional compliance elements for a Directors' Resolution (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Directors' Resolution (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/corporate/directors-resolution-uk
"Directors' Resolution (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/corporate/directors-resolution-uk.
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title = {Directors' Resolution (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/corporate/directors-resolution-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
A directors' written resolution is a formal decision of the board of directors of a UK company that is made in writing, without the directors needing to hold a physical or virtual meeting. Under section 248 of the Companies Act 2006, anything that may be done by a resolution of the directors of a company at a meeting may instead be done by a resolution in writing, provided that the company's articles of association permit this. The model articles for private companies limited by shares (Schedule 1 to The Companies (Model Articles) Regulations 2008, SI 2008/3229) expressly permit written resolutions of directors. To be valid, a directors' written resolution must be agreed to by all eligible directors (or such lower threshold as the articles of association may specify), and the resolution is passed when the last eligible director signs it. The written resolution has the same legal force and effect as a resolution passed at a properly convened board meeting. It is important to note that the directors' written resolution procedure is distinct from the members' (shareholders') written resolution procedure under sections 288–300 of the Companies Act 2006, which applies only to private companies and does not require unanimous agreement.
A directors' resolution is required whenever the board of directors needs to formally authorise a decision on behalf of the company. The Companies Act 2006 and the company's articles of association prescribe many decisions that require board approval. Common examples include: the appointment or removal of directors and the company secretary; the opening, closing, or changing of bank account signatories; authorising the company to enter into significant contracts, leases, or financial facilities; declaring or recommending dividends; approving the company's annual accounts and directors' report; allotting shares (subject to shareholder authority); creating security over company assets; making key hires at senior level; changing the company's registered office address; and approving related-party transactions. Even where a board resolution is not strictly required by statute, it is good corporate governance practice to pass and record a formal resolution for any material business decision. This creates a clear audit trail, demonstrates that the directors exercised their statutory duties under sections 171–177 of the Companies Act 2006 (including the duty to act within their powers and to promote the success of the company), and provides evidence to third parties such as banks, investors, and solicitors that the relevant authority was properly granted.
Most directors' resolutions do not need to be filed at Companies House. Directors' resolutions are internal board decisions and, unlike certain shareholders' resolutions, are not generally required to be filed with the Registrar of Companies. However, where a directors' resolution effects a change that must itself be notified to Companies House — for example, a resolution appointing a new director (which requires Form AP01 to be filed within 14 days), a resolution changing the company's registered office address (which requires Form AD01 to be filed), or a resolution allotting shares (which requires Form SH01 to be filed) — the consequential filing is required even though the resolution itself need not be filed. It is also worth noting that section 30 of the Companies Act 2006 requires a copy of every special resolution passed by shareholders to be forwarded to Companies House within 15 days. This applies to shareholders' resolutions, not directors' resolutions, but boards sometimes confuse the two. Directors' resolutions should be retained in the company's statutory books (minute books) along with the minutes of board meetings.
Under the model articles for private companies limited by shares (article 17 of Schedule 1 to The Companies (Model Articles) Regulations 2008), a directors' written resolution is valid if it is signed by all eligible directors — that is, all directors who would have been entitled to vote on the resolution if it had been proposed at a meeting of the directors. A director who has declared an interest in a matter under section 177 of the Companies Act 2006 may be an 'ineligible' director for the purposes of that specific resolution under some articles, in which case their signature is not required. The company's own articles of association may modify the unanimous consent requirement — for example, by requiring only a majority of directors to sign — and the relevant articles should always be checked before relying on this template. For companies with a sole director, that director's signature alone is sufficient to pass a written resolution.
Directors of UK companies owe a range of statutory duties under Chapter 2 of Part 10 of the Companies Act 2006 (sections 171–177). These duties apply to all directors, including non-executive directors, shadow directors (section 251), and de facto directors. The seven key duties are: section 171 — the duty to act within the company's powers (in accordance with the articles of association and only for proper purposes); section 172 — the duty to promote the success of the company for the benefit of its members as a whole (having regard, among other things, to the interests of employees, business relationships, the environment, and the desirability of maintaining a reputation for high standards of business conduct); section 173 — the duty to exercise independent judgement; section 174 — the duty to exercise reasonable care, skill, and diligence (assessed both objectively and subjectively); section 175 — the duty to avoid conflicts of interest; section 176 — the duty not to accept benefits from third parties; and section 177 — the duty to declare an interest in proposed transactions or arrangements. Breach of these duties may give rise to liability to account for profits, pay compensation, or restore company property.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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