Board Resolution Template
This is a basic template for a board resolution for a UK company. GitLaw provides template resolutions to be inserted where stated for many common resolutions required in UK businesses.
WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS
Amend the language herein where applicable if there is a sole director of the company.
IMPORTANT
Make sure to check what type of resolution is required specifically for the company in question, as this may differ due to the Articles, shareholders' agreement, or other agreements.
Director vs Shareholder Resolutions
Directors can generally only pass resolutions regarding business operations, such as entering into contracts, hiring senior staff, opening bank accounts, approving budgets, or other actions that shareholders have already authorised.
Shareholders approve decisions that affect company ownership or fundamental structure, such as where a decision:
affects share ownership or shareholder rights
changes the company’s articles
approves major structural changes (e.g., reorganisations or winding up)
gives directors new powers (e.g., authority to issue shares)
If you are unsure about who needs to pass the resolution, please contact a lawyer for advice.
Shareholder Resolutions: Ordinary vs Special
Ordinary resolution: used for routine shareholder approvals, requiring a simple majority (more than 50% of votes in favour). Commonly used to:
appoint or remove directors
approve directors’ authority to allot shares
approve certain share plans or routine shareholder matters
Special resolution: required for more serious or fundamental changes, needing a higher level of approval (usually at least 75% of votes in favour, but this depends on the Articles and shareholders' agreement). Typically required where the company is:
changing its articles of association
changing its name
reducing share capital
approving certain major restructurings
Generally, if the decision permanently changes the company’s rules or structure, a special resolution is required. However, always check the company’s Articles and any shareholders’ agreement as these can specify different rules, and consult with a lawyer if you are unsure.
[company name]
Company number: [company number]
Date: [date]
The undersigned, being [voting directors] of [company name] (the "Company") for the purposes of the Company’s articles of association (the "Articles"), hereby pass the following resolutions as written resolutions of the board, in accordance with the Articles and the Companies Act 2006.
Insert resolution here - use GitLaw provided templates where applicable.
Execution
This written resolution may be executed in any number of counterparts and will take effect on the date on which it is signed by the requisite number of directors in accordance with the Company’s Articles.
[Director signature]
[director signatory 1 name]: __________________
Date: ______
[Director signature]
[director signatory 2 name]: __________________
Date: ______
[Director signature]
[director signatory 3 name]: __________________
Date: ______
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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