Documents for Business

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Introduction to this document

Written board resolution

Written board resolutions are common, especially in smaller companies. Check your company’s articles to make sure they can be used, and use our model to put the resolution to the board.

Basic requirements

The articles of a company may allow the board to make decisions in writing, and this will be particularly useful where the company has a small number of directors, the directors are scattered geographically, or where there are too few decisions on the table to warrant convening the board.

Using a written resolution in these situations would meet the requirement to record the board decision(s). Like minutes of the meeting, they should be kept by the company for ten years.

Sole director

For companies with a sole director, they effectively make all decisions in this form. The articles may allow the director to make decisions at a meeting with a quorum of one, or by written resolution. The only thing to look out for is a requirement for board meetings to be attended by the company secretary (if there is one), auditor or other person. In this case, even if a board meeting can be held with one director, the articles will need to authorise written resolutions for a sole director to make the decision without the secretary or auditor (etc.) present.

Voting rights

The default articles call for unanimity for all written board resolutions, limiting their use to uncontentious decisions. If a company wants them to be more widely used, they should set a majority instead.

As with board resolutions considered at meetings, a director may be excluded from voting because of a conflict of interest. As a matter of courtesy, boards should inform a conflicted director that such a decision is being made, but they should not be sent a copy of the resolution to sign and return. The rest of the board should also be informed that the director is excluded from voting.

Usually, each director can cast one vote on a resolution. However, companies’ articles can specify alternative voting rights so it is important to check to make sure that the correct voting information is included in the notes to the resolution. If the voting rights are complicated, it may be easier to hold a meeting.