Not every board decision needs everyone in a room, and a board resolution template UK companies can use is how directors approve something in writing without convening a meeting. A directors' written resolution records a decision agreed by the directors and signed, rather than voted on at a physical or virtual board meeting, handy when a decision is straightforward, time-sensitive, or simply does not warrant getting everyone together. Common uses include approving a bank mandate, authorising the issue of shares, appointing an officer, or approving a contract. This guide explains what a UK board resolution should cover and how to draft one from a vetted template in 99 Data Rooms, then circulate it for signature. It is general information, not legal advice.
The people who use these are startups, founders and company secretaries keeping a company's decisions properly recorded between meetings. The reason to get the format right is the same as for board minutes: a written resolution is part of the corporate record, and a clean, correctly executed resolution is what an investor, auditor or buyer expects to see. A vetted template ensures the resolution is expressed clearly and consistently, so it does its job. Where a decision belongs to the shareholders rather than the directors, a shareholders' written resolution is the right instrument instead.
What a UK board resolution should cover
A directors' written resolution should identify the company and state, plainly, the decision being made. Clarity is the whole point: the resolution needs to record exactly what the directors are resolving, for instance "that the company open a bank account with X and that the mandate in the agreed form be approved", or "that the company allot and issue Y ordinary shares to Z", so there is no doubt later about what was authorised. Where the decision authorises someone to act, the resolution should say who is authorised and to what extent, so third parties relying on it know the signatory had authority.
Because a written resolution stands in place of a decision that would otherwise be taken at a board meeting, the same governance points still apply in substance. Directors remain subject to their duties under the Companies Act 2006, including the duty under section 177 to declare an interest in a proposed transaction (see Sources below), so where a resolution concerns a matter in which a director is interested, that interest should be handled properly and, where relevant, noted. This is a frequent issue where a non-executive director or an investor director is involved. A company's articles may set out how directors' written resolutions are to be passed, including how many directors must agree, so the resolution should be consistent with the articles. Getting this alignment right is a good reason to use a template built for UK company law rather than a generic form.
Practically, the resolution records the date it takes effect and is signed by the directors as required. It should be kept with the company's records alongside its minutes. A written resolution is best suited to clear, uncontroversial decisions; anything genuinely contested or complex is usually better taken at a meeting where it can be discussed and minuted. As always, this is general information rather than legal advice, and significant or unusual resolutions are worth checking with an adviser.
It is worth appreciating why third parties care about how a resolution is worded. When a bank opens an account, an investor releases funds, or a registrar processes a share allotment, they often rely on the resolution as evidence that the decision was properly authorised, so a vague or defective resolution can hold up the very transaction it was meant to enable. That is the practical reason to be precise about what is resolved and who is authorised: the resolution is not just an internal note, it is the document other people act on. A resolution that names the authorised signatories and the limits of their authority saves a round of awkward follow-up questions when someone outside the company reads it.
How to draft one in 99 Data Rooms
In the 99 Data Rooms drafter, the "Legal Drafting" feature, the Board Resolution template sits in the "Corporate Governance" cluster of the template library, next to Board Minutes and the Shareholders' Written Resolution. It builds the document the same reliable way as the rest of the library: the assistant selects vetted England and Wales content by ID from your answers and assembles the resolution rather than writing wording itself. Vetted content, assembled, a resolution framed for the Companies Act 2006 rather than improvised.
You can open the template or describe the decision in plain words, "directors' written resolution approving a new bank mandate and authorising two directors to operate the account", and the assistant assembles the resolution with the decision clearly stated and space for the required signatures. It saves the draft free to keep. Treat it as a strong, current starting point that you complete for the actual decision; this is general information, not legal advice.
From draft to a signed resolution, in one place
A written resolution exists to be signed, so its journey is short and to the point: draft it, get it in front of the directors, and collect their signatures. Doing that in 99 Data Rooms keeps the whole thing in one controlled place rather than as an attachment chased around email, where it is easy to end up with three slightly different versions signed by different people. Once drafted, you share the resolution with the directors 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 tell you which directors have opened it, with the honest split between a raw visit and a verified viewer who passed the gate, useful when a decision is time-sensitive and you are waiting on the last signature. Because everyone works from the same link, you avoid the version-drift problem: if the resolution needs a tweak before signing, you swap the file behind the link rather than emailing a fresh copy. When the directors sign, they sign in the browser without needing accounts, you can send a reminder to anyone holding things up, and the executed PDF returns with an audit certificate recording who signed, when, their IP, intent to sign, and a SHA-256 fingerprint, a clean, dated record of exactly who authorised the decision. Electronic signatures are admissible for most commercial documents in England and Wales, with exceptions such as deeds, wills, land transfers and lasting powers of attorney (see Sources below), general information, not legal advice. The signed resolution files itself in the room with the company's records, and access stays revocable. Drafted, shared, tracked and signed, one document, always under the company's control.
Draft your board resolution for free
Draft a directors' written resolution from a vetted England and Wales template in 99 Data Rooms, keep the draft, and circulate, track and sign it in the same place, with the decision stated clearly and the Companies Act framing built in. The free tier is genuine, not a trial: three rooms, twenty-five active links, forever, no card. Start for free: it is in beta and improving fast, and the path from "we need to approve this in writing" to a signed, filed resolution already runs end to end in one place.
Sources
- Directors' general duties (which apply whether a decision is taken at a meeting or by written resolution): 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
- 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
What is a directors' written resolution?
It is a decision of the directors recorded in writing and signed, instead of being taken at a board meeting. It is useful for clear, time-sensitive or routine decisions that do not need everyone in a room. The company's articles may govern how such resolutions are passed. This is general information, not legal advice.
When should I use a written resolution instead of holding a meeting?
Written resolutions suit straightforward, uncontroversial decisions, approving a bank mandate, a share issue, or an appointment, for example. Anything genuinely contested or complex is usually better taken at a meeting where it can be discussed and minuted. If you are unsure, take advice; this is general information only.
Do directors' duties still apply to a written resolution?
Yes. Directors remain subject to their duties under the Companies Act 2006 whether they decide at a meeting or by written resolution, including the section 177 duty to declare an interest in a proposed transaction. Interests should be handled properly. General information, not legal advice.
How many directors need to sign?
That depends on the company's articles, which may specify how directors' written resolutions are passed and how many must agree. The resolution should be consistent with the articles, so it is worth checking them. The vetted template gives you a correctly structured document to complete.
Can directors sign the resolution electronically?
Yes. In 99 Data Rooms the resolution flows into e-signature, so each director signs in the browser and you get an executed PDF with an audit certificate. E-signatures are admissible for most commercial documents in England and Wales, subject to the usual exceptions. General information, not legal advice.