Directors' Written Resolution

As an alternative to a resolution being proposed and heard at an actual board meeting a director may propose a written resolution which, if signed by the other directors, will have the same effect as if proposed and agreed to at the meeting.

Note: Only companies which have authority to pass directors' written resolutions may do so. There is no statutory power to pass such resolutions under the Companies Act 2006 but the 2006 'model articles' give such power. It is important therefore to check the existing articles to ensure that such power exists before proceeding.

Any director may propose a director's written resolution by giving notice in writing of the proposed resolution to the other directors. The notice must indicate the proposed resolution in full and the time by which it is proposed that the directors should adopt it.

The proposed written resolution is adopted when all the directors who would have been entitled to vote on the resolution at a directors' meeting have signed one or more copies of it, provided that those director would have formed a quorum at such meeting. It is immaterial whether any director signs the resolution before or after the time by which the notice proposed that it should be adopted.

Once a directors' written resolution has been adopted it must be treated as if it had been a decision taken at a directors' meeting in accordance with the articles.

It is important that a record is kept in writing of all directors' written resolutions for at least 10 years from the date of their adoption.