Directors’ Resolutions in the UK: When Required and How to Draft

As a company grows, you’ll make important decisions at board level - appointing a new director, entering a major contract, approving a budget, or issuing shares. In UK companies, these decisions are generally made through a directors’ resolution.

Getting this right isn’t about box‑ticking. A clear, lawful directors’ resolution helps you show that the board acted properly, complied with its duties, and authorised the action. That protects your company now and as it scales - banks, investors and auditors will all expect to see a clean governance trail.

In this guide, we explain exactly what a directors’ resolution is, when to use one, how it differs from shareholder resolutions, and how to draft and pass directors’ resolutions lawfully under UK company law.

What Is a Directors’ Resolution?

A directors’ resolution is a formal decision of the board of directors. It records that the board considered a matter and agreed (by the required majority or unanimously) to take a specific action on behalf of the company.

Under the Companies Act 2006, directors manage the company and owe statutory duties (including to act within powers and promote the success of the company). Your Articles of Association set out how the board can make decisions - for example, how many directors are needed for a quorum, whether the chair has a casting vote, and whether written resolutions of directors are permitted.

In practice, a directors’ resolution can be passed:

• At a properly convened board meeting, or
• By written resolution (if permitted by your Articles), signed by all eligible directors.

Either way, the resolution should be clearly worded and recorded in board minutes or as a standalone written resolution document. Many small companies keep a short “minute book” with certified copies for banks and advisers.

When Should Your Board Use a Directors’ Resolution?

You should use a directors’ resolution for significant management decisions - especially where third parties or filings are involved. Typical examples include:

• Appointing or removing a director or company secretary
• Approving and signing a material contract, lease, or deed
• Opening or changing a bank account or mandate
• Authorising the issue or transfer of shares (where permitted)
• Approving a business plan, budget, or major expenditure
• Appointing auditors or approving accounts for signature
• Changing the registered office or accounting reference date
• Approving the terms of a Directors’ Service Agreement or senior hire

Your Articles (and any board policies) may also require board approval for specific thresholds, like transactions over a set value. If you’ve agreed bespoke governance in a Shareholders Agreement, check that too - it often contains a list of “reserved matters” requiring board and/or shareholder approval.

Remember: some decisions can be made by directors, others must be made by shareholders. If law or your constitutional documents require a shareholder resolution, the board can’t “stand in” and decide by itself.

Directors’ Resolutions vs Shareholder Resolutions

It’s easy to mix these up, but they’re distinct.

• Directors’ resolutions are board decisions about managing the company’s affairs. They’re governed by your Articles and board procedures.
• Shareholder resolutions are decisions of the members (owners). Many corporate actions - like changing the company’s name, adopting new Articles, or approving a substantial property transaction with a director - must be approved by shareholders under the Companies Act 2006.

Shareholder resolutions tend to be either “ordinary” (simple majority) or “special” (75% approval). If you’re unsure which vote type is needed, have a look at the differences between an ordinary vs special resolution and which actions fall into each category. For more context on the board’s role in authorising and documenting decisions, this overview of board resolutions is also helpful.

Key point: if a matter legally requires a shareholder vote, the board can still recommend and implement it, but you’ll need the appropriate member resolution alongside your directors’ resolution.

How To Draft and Pass a Directors’ Resolution (Step-By-Step)

Directors’ resolutions don’t need to be long or complicated. They do, however, need to be clear, accurate and passed in line with the company’s rules. Here’s a practical process you can follow.

1) Check the Rules and Identify Conflicts

• Read the Articles for quorum, notice and voting rules (and whether written resolutions are allowed).
• Confirm who the “eligible directors” are for this decision - directors with a conflict of interest may not be entitled to vote depending on your Articles and the Companies Act (duties at ss. 175–177).
• If a director has an interest, ensure it’s declared at the start of the meeting or in writing for a written resolution, and that your quorum is still met by the non‑conflicted directors.

2) Decide on Meeting vs Written Resolution

If timing is tight or your directors are in different locations, a written resolution can be efficient. If the matter needs discussion or is sensitive, hold a meeting (virtual meetings are generally fine if your Articles allow). For a deeper dive on running an effective board, see our guide on running directors’ meetings.

3) Prepare Clear Wording

Each resolution should be specific and action‑oriented so there’s no doubt what’s authorised. A simple structure is:

• Background (optional): one short line of context if needed.
• Authority: the exact action authorised, including names, dates, amounts, and document titles.
• Delegation: who is authorised to sign or do things on the company’s behalf.

If you’d like a ready‑to‑use, solicitor‑drafted format, you can use a Directors’ Resolution Template and adapt it to the specific decision. Avoid generic wording when the action involves filings, money, or third‑party documents - be precise.

4) Circulate Papers Early

Send the draft resolution and any supporting documents (contracts, term sheets, draft accounts) to all directors in good time. This helps directors discharge their duty to exercise reasonable care, skill and diligence and reduces last‑minute changes.

5) Pass the Resolution Lawfully

• At a meeting: ensure you have a quorum, the chair is appointed, interests are declared, and voting is done per the Articles. If the chair has a casting vote, note it.
• By written resolution: obtain the required signatures of all eligible directors (often unanimous). Keep the signed version with your company records.

Where the decision involves signing a contract or deed, also make sure the execution method is valid under the Companies Act and your Articles. This practical guide to executing contracts and deeds covers who can sign and how to avoid invalid execution.

6) Record the Decision and Next Steps

Update your minute book, task any follow‑up actions (for example, submit filings to Companies House or notify your bank), and store copies of signed documents. If an external party needs proof, provide a certified extract of the relevant board resolution.

Example Wording (Illustrative Only)

“IT WAS RESOLVED that the Company enter into the Lease of Unit 3, Acme Business Park, dated on or about 15 October 2025, and that any two Directors are authorised to negotiate final terms and execute the Lease and any ancillary documents on behalf of the Company.”

Note: keep your wording tailored to the actual action, dates and signatories. If you’re authorising a capital raise, you’ll ordinarily pair the board resolution with any required shareholder resolution and filings.

Common Pitfalls To Avoid

• Using the wrong type of approval: some actions (e.g. adopting new Articles) require a shareholder resolution. If it’s a member matter, use the appropriate ordinary resolution or special resolution of shareholders as well.
• Missing conflicts and quorum: if a conflicted director votes or your quorum isn’t met, the decision can be challenged.
• Vague wording: if a bank mandate requires a named role or specific signatory, spell that out in the resolution.
• No follow‑through: many decisions trigger filings or notices - don’t forget the admin (see next section).

Record-Keeping, Filings and Practical Admin

The Companies Act 2006 requires private companies to keep minutes of directors’ meetings and any written resolutions of directors. Best practice is to keep them for at least 10 years. Good record‑keeping helps you evidence decisions to banks, HMRC, auditors, potential acquirers and investors.

What To Keep

• Signed minutes or written directors’ resolutions
• Board packs and supporting documents (key contracts, budgets)
• Certified extracts for third parties (e.g. banks)
• Relevant filings and acknowledgements from Companies House

Company Filings You Might Trigger

A directors’ resolution itself isn’t usually filed with Companies House, but the action it authorises might be. Common examples include:

• Appointing or removing a director (AP01/AP02)
• Change of registered office (AD01)
• Allotment of shares (SH01) and updates to the register of members
• Persons with Significant Control (PSC) changes
• Adopting new Articles (send the new Articles with the special resolution)

If your decision involves customer‑facing terms, privacy practices or employment changes, make sure your associated documents are updated. For instance, if you’re launching a new digital product, ensure your Website Terms and Privacy Policy are aligned with the board’s decision.

How Directors’ Resolutions Fit With Other Governance Documents

Think of your governance stack like this:

• Companies Act 2006: sets the mandatory legal framework and directors’ duties.
• Articles of Association: your company rulebook (voting, quorum, written resolutions, conflicts).
• Shareholders Agreement: private contract among owners that can set reserved matters or additional approval thresholds.
• Board Policies and Delegations: internal guidance on spending limits, signing authority, and reporting.
• Directors’ Resolutions: the official, decision‑by‑decision authorisations.

As you grow, you may refresh your Articles and introduce reserved matters so large or strategic moves require broader agreement. If you’re considering an update, an Articles of Association review can ensure your governance matches the way you actually operate.

Practical Tips That Save Time

• Create a simple minute/resolution template library so you can move quickly when decisions arise.
• Use consistent naming (document titles, dates, signatories) across resolutions and filings.
• Keep a central register of board decisions, so you can find and certify them for banks, auditors and investors.
• Where decisions involve signing, align your board authority with how the document will be executed - check whether a contract or deed requires two directors or a director plus the company secretary as signatories.

FAQs About Directors’ Resolutions (For Busy Founders)

Do Directors’ Resolutions Have To Be Unanimous?

Not usually. Unless your Articles say otherwise, board decisions at a meeting are generally by simple majority of the eligible directors present. Written resolutions of directors, though, often require all eligible directors to sign - check your Articles.

Can We Hold Board Meetings Online?

Most modern Articles allow virtual meetings. If yours do, a video call is fine provided all directors can hear and be heard. Make sure notice, quorum, voting and minute‑taking are still handled properly.

Can the Chair Use a Casting Vote?

It depends on your Articles. Many model articles provide a casting vote (with exceptions, especially around conflicts). If you rely on a casting vote, record it in the minutes.

Do We Need Legal Advice for Every Resolution?

No - plenty of routine decisions are straightforward. But do get advice where the stakes are high or the law is specific, like issuing shares, adopting new Articles, large financings, or related‑party transactions. For shareholder approvals that sit alongside board approvals, make sure you use the right vote type and wording - this is where a well‑drafted member resolution and supporting board minutes work together.

What If We’re Approving a Major Contract?

In addition to the board approval, ensure the contract is properly executed and that you’ve followed any internal delegations. If the document is a deed (for example, a property deed or IP assignment), the execution formalities are stricter - refer back to the guidance on executing deeds to avoid invalid signatures.

Key Takeaways

• A directors’ resolution is the board’s formal decision - use it to authorise significant company actions and maintain a clean governance trail.
• Check your Articles for quorum, voting and written resolution rules, and make sure conflicted directors don’t vote where they shouldn’t.
• Use clear, specific wording that states exactly what is authorised and who can sign or act on the company’s behalf.
• Pair board approvals with the correct shareholder resolution where the law or your constitutional documents require member approval.
• Record decisions properly, keep minutes and written resolutions, and complete any Companies House filings triggered by the action.
• Templates save time, but important or complex decisions benefit from tailored legal input - especially where shares, Articles, or high‑value contracts are involved.

If you’d like help drafting or reviewing a directors’ resolution - or you want a tailored minute book and governance update - you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no‑obligations chat.