A board can usually agree a straightforward decision on paper without ever calling a meeting, but that route depends entirely on what the company's articles actually say and on getting every eligible director to sign. This article covers when a directors' written resolution is genuinely available, what unanimity requires in practice, and the situations where a meeting is still the right call even though a written resolution would technically work. It does not repeat our board resolution template guide, which covers how to draft the document rather than when the instrument is appropriate at all.
> Quick answer: Directors can decide by written resolution rather than a meeting where the company's articles allow it, which most private companies using the standard model articles do. Unlike shareholders' written resolutions, which the Companies Act 2006 governs directly, directors' written resolutions are largely a creature of the articles rather than statute, so the company's own constitution decides how many directors must agree and how the process works. In practice this almost always means every director entitled to vote, since directors' decisions are usually taken by simple majority in a meeting but by unanimity when taken in writing instead.
Where the power actually comes from
It is easy to assume directors' written resolutions sit in the Companies Act 2006 the same way shareholders' written resolutions do, in Part 13 of the Act. They do not. The statutory written resolution procedure in Part 13 is specifically for members' decisions, not directors' decisions. A board's ability to decide in writing instead of at a meeting comes from the company's own articles of association, most commonly the Model Articles for private companies limited by shares, which most companies incorporated in England and Wales either adopt directly or use as the base for their own bespoke version.
This distinction matters practically. Because directors' written resolutions are governed by the articles rather than a single statutory rule, the exact mechanics, and whether the power exists at all, can vary between companies. Before assuming a written resolution is available, check the specific articles that apply to the company in question rather than relying on what is typical elsewhere.
Unanimity is the usual requirement
Where the model articles apply, and most bespoke articles follow the same pattern, a directors' written resolution needs every director who would be entitled to vote at a meeting to sign, not merely a majority. This is a meaningfully higher bar than a board meeting itself, where decisions are normally taken by a simple majority of those present and voting, provided the meeting is quorate. The trade-off is deliberate. A meeting allows for a decision to be reached even where the board is not unanimous, because dissenting directors are outvoted rather than needing to agree. A written resolution has no equivalent mechanism, so it only works cleanly where everyone genuinely agrees.
This means a written resolution is the right tool for uncontroversial, time-sensitive decisions, and the wrong tool the moment there is a genuine difference of view among the directors. If even one eligible director will not sign, the written resolution route simply fails, and the decision has to go to a meeting instead, where it can be properly discussed and, if necessary, carried by majority over one director's objection.
When a meeting is genuinely required
Some decisions are better handled at a meeting even where a written resolution would technically be available, and a few situations make a meeting the only realistic option. Anything genuinely contested needs the discussion a meeting allows, since a written resolution has no mechanism for debating a point before signing, only for recording agreement once it exists. A decision involving a director's declared interest under section 177 of the Companies Act 2006 often needs careful handling of quorum and voting that a written process makes harder to manage cleanly, particularly where the conflicted director's exclusion from voting leaves too few directors to reach unanimity at all. Our companion guide on what happens when a director has a conflict of interest covers that mechanic in detail.
A meeting is also the safer route wherever the board needs to be seen to have properly considered a matter, weighing options, asking questions, testing an assumption, rather than simply signing off a decision presented as a fait accompli. Minutes of that discussion, covered in our guide on who writes board minutes and when, carry more evidential weight for a genuinely deliberated decision than a bare written resolution ever will, because they show the reasoning as well as the outcome.
Written resolution or meeting: quick comparison
| Feature | Directors' written resolution | Board meeting |
|---|---|---|
| Legal basis | The company's own articles, not a single statutory rule | Also governed by the articles, alongside general director duties |
| Threshold to pass | Usually every eligible director must sign | Usually a simple majority of those present, subject to quorum |
| Suits | Clear, uncontroversial, time-sensitive decisions | Anything contested, complex, or needing real discussion |
| Evidence produced | The signed resolution itself | Minutes recording discussion, quorum and the resolution reached |
| Handling a conflicted director | Can leave too few directors to reach unanimity | Quorum and voting exclusions are easier to manage within a meeting |
What the resolution needs to state regardless of the route
Whichever route is used, the underlying substance does not change. State the company and the exact decision being resolved, in wording precise enough that nobody reading it later could reasonably dispute what was authorised. Where the resolution authorises someone to act, for example to operate a bank mandate or sign a contract, name that person and the scope of their authority. Directors remain bound by their duties under the Companies Act 2006 regardless of whether the decision is taken in writing or at a meeting, including the section 177 duty to declare an interest, so a written resolution is not a way to sidestep that obligation, only a different format for recording compliance with it.
Deciding which route to use
The practical test is straightforward. If the decision is routine, time-sensitive, and every director genuinely agrees, a written resolution gets it done without the delay of scheduling a meeting everyone can attend. If there is any real prospect of disagreement, if a director's conflict of interest complicates who can vote, or if the board needs to be seen to have properly weighed the decision rather than simply rubber-stamped it, call a meeting instead. Check the company's articles first in either case, since they set both whether the written route exists and exactly how many directors need to agree.
Drafting the resolution with a vetted template
Inside 99 Data Rooms, the Board Resolution template sits in the Corporate Governance group of the template library, built around the Companies Act 2006 framework and the unanimity requirement that governs most directors' written resolutions. The assistant assembles the document from vetted content matched to your answers, rather than generating wording itself, prompting for the exact decision, the authority being granted, and space for every eligible director's signature. See our companion guide on drafting a board resolution with AI for the full walk-through of that process. This is general information, not legal advice, and checking the specific articles that apply to your company remains a separate step the assistant does not replace.
Getting every signature without losing track of who has agreed
The unanimity requirement is where a written resolution most often stalls in practice, not because directors disagree, but because someone is travelling, slow to check email, or simply forgets. Running the process through one platform closes that gap. Share the draft as a tracked, revocable link, gated behind a verified email and a one-time code so only board members can open it. Page-by-page analytics show which directors have actually opened it, split between a raw visit and a verified viewer who cleared the gate, which matters when a resolution needs unanimity and you are waiting on the final signature.
Directors sign in the browser without needing an account, you can send a reminder to whoever is holding things up, and the executed record returns with an audit certificate recording who signed, when, their IP, intent to sign and a SHA-256 fingerprint. Electronic signatures are admissible for most commercial documents in England and Wales, with exceptions including deeds, wills, land transfers and lasting powers of attorney. This is general information, not legal advice. The signed resolution then files itself in the room alongside the minutes it may sit next to, with access kept under your control afterwards.
This article is written for companies incorporated in England and Wales, where the Companies Act 2006 and the articles of association together govern how directors decide. Scotland and Northern Ireland companies operate under the same Act, but if your company is incorporated outside the United Kingdom entirely, the specific unanimity convention described above will not necessarily apply, and you should check your own jurisdiction's equivalent rule on how directors can decide outside a meeting.
Frequently asked questions
Can a board make a decision without holding a meeting?
Yes, where the company's articles allow it, which most companies using the standard model articles do. This is a directors' written resolution, and it is governed by the articles rather than a single provision of the Companies Act 2006.
How many directors need to sign a written resolution?
Usually every director entitled to vote on the matter, not a simple majority. This unanimity requirement is the trade-off for avoiding a meeting, since there is no mechanism in a written resolution for outvoting a director who disagrees.
What happens if one director will not sign?
The written resolution fails to pass, since unanimity is normally required. The decision then needs to go to a meeting instead, where it can be discussed properly and, if necessary, carried by a majority over that director's objection.
Is a written resolution always the faster option?
For a genuinely uncontroversial decision, yes, since it avoids scheduling a meeting everyone can attend. It is not faster for anything contested, since gathering unanimous written agreement on a disputed point typically takes longer than resolving it through discussion at a meeting.
Do director duties still apply to a written resolution?
Yes. Directors remain bound by their duties under the Companies Act 2006 whichever format the decision takes, including the section 177 duty to declare an interest in a proposed transaction before the company enters into it.
Record the written resolution properly
Draft a directors' written resolution from a vetted England and Wales template, built around the unanimity requirement most companies' articles set, then circulate, track and sign it in one place. The free tier gives three rooms and twenty-five active links, forever, with no card required; the AI drafter and e-signature start on Pro at £19 a month. Start for free and get the last signature without losing track of who has already agreed.
This article is general information, not legal advice. Verify what your own company's articles say about directors' written resolutions with a qualified adviser before relying on the general position described here.
Sources
- Directors' general duties, applicable whether a decision is taken at a meeting or in writing: Companies Act 2006, Part 10, Chapter 2, https://www.legislation.gov.uk/ukpga/2006/46/part/10/chapter/2
- Directors' duty to declare an interest in a proposed transaction or arrangement: Companies Act 2006, s.177, https://www.legislation.gov.uk/ukpga/2006/46/section/177
- Written resolutions of private companies (members, not directors): Companies Act 2006, Part 13, Chapter 2, https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/2
- Model Articles for private companies limited by shares: The Companies (Model Articles) Regulations 2008, Schedule 1, https://www.legislation.gov.uk/uksi/2008/3229/schedule/1
- Electronic signatures and execution of documents in England and Wales: Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82