Approving Director Remuneration (Shareholder Resolution)
Updated 17 January 2026
Ordinary resolution of the shareholders of a company in England and Wales to approve director remuneration, either as good governance or where required by the company's articles.
Use this resolution where shareholder approval is required by the Articles or a shareholders’ agreement, or where shareholder sign-off is being obtained as a matter of good governance.
Shareholders may be required to approve directors’ remuneration where this is restricted by the company’s Articles or a shareholders’ agreement. This resolution approves the remuneration framework but does not replace the need for director approval of the underlying service arrangements.
Approval of Director Remuneration
IT IS RESOLVED THAT, as an ordinary resolution of the shareholders of the Company pursuant to the Companies Act 2006:
Approval of remuneration
The payment of up to £[director remuneration amount in £] to [name of director] per [payment frequency] as part of their [description of payment arrangement] be and is hereby approved, such remuneration to take effect from [remuneration effective date].
Duplicate and/or amend the above as applicable.
Scope and limits
The remuneration approved by this resolution may include salary, fees, bonuses and benefits, but shall not exceed the limits set out above unless further approved by the shareholders.
Authority to implement
Any director or the Company Secretary be authorised to take all steps necessary to give effect to this resolution and do all acts and things which they consider necessary or desirable in connection with it.
No Companies House filing is required for this resolution, but both should be kept with the Company’s statutory records.
About this template
What is this template?
Approving Director Remuneration (Shareholder Resolution) is a free, ready-to-use Corporate template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Corporate template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Corporate usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.