Conflict of Interest
Updated 4 January 2026
A simple board resolution for the declaration and authorisation of a director's conflict of interest for a company in England and Wales. To be inserted in the general board resolution template provided by GitLaw.
Declaration and Authorisation of Conflict of Interest
IT IS RESOLVED THAT:
Declaration of interest
The board notes that [name of conflicted director] has declared an interest for the purposes of sections 175 and/or 177 of the Companies Act 2006 in connection with [matter of conflict] (the "Conflict").
Consideration by non-conflicted directors
The board confirms that the directors who are not interested in the Conflict have considered the matter in accordance with the Company’s Articles.
Authorisation of conflict
Subject to and in accordance with the Company’s Articles, the Conflict be and is hereby authorised by the board.
Conditions
The authorisation of the Conflict is granted on the following terms and conditions:
[conditions of authorisation]
Quorum and voting
In accordance with the Company’s Articles, [name of conflicted director] was not counted in the quorum for the purposes of this resolution and did not vote on this resolution.
Amend the foregoing if the director was permitted to vote and/or count towards quorum.
Ongoing disclosure
The board notes that [name of conflicted director] is required to notify the Company of any material change to the nature or extent of the Conflict.
Record keeping
The Company Secretary or any director be authorised to record the declaration and authorisation of the Conflict in the Company’s statutory records and board minutes.
About this template
What is this template?
Conflict of Interest 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.