Board resolution (general): sole director

Written with our partners at:Wilkes logo

What's a board resolution (general): sole director, and when do you need it?

This written resolution should be used where there is a sole director in a company.

If there is more than one director appointed, then decisions should be made by the board in a board meeting and you should use our standard board minutes template instead.

If you're looking for the first ever resolution of a sole director, at the point of setting up a private limited company, you can use our template first ever resolution of a sole director.

Even if you're sole director, you should still keep records of your decisions (?sole director resolutions?). Happily, provided your articles of association allow you to take decisions as a sole director, there is actually no need for you to have a meeting; so, you can bypass the need to sit alone in a room on your own and talk at an empty chair opposite you. All you need do is produce a written record that sets out of the items to be considered by you and then a resolution for what you decided.

A copy of this resolution (like all director resolutions of your business), must be filed in your company?s minute book, which is essentially a folder where you keep copies of all your board minutes. You can store this digitally.

What else might you need?

Depending on the decisions that you reach during your board meeting, you may also need to complete and file forms with Companies House, (for example, where you decide to change the registered address of the company (Form AD01), or your company?s name (Form NM01)).

You might need to ask shareholders for their consent to a particular activity that you want to engage in, if your articles of association (your company?s official rule book) oblige you to get this before you can embark on that activity.

Our template proposed written ordinary resolution and/or proposed written special resolution template will be relevant here. If you need help working out which one you need, take a look at our guide to shareholder ordinary and special resolutions, which will tell you exactly which resolutions are required for which activity. This is important, since ordinary resolutions only require a majority (50%+) of your shareholders to consent to what you propose (and they will need to complete the agreed written ordinary resolution template and return it to you). Special resolutions require 75%+ of your shareholders to agree (provide them with our agreed written special resolution template here). If they do not return the agreement confirmation, you cannot go ahead.

For more guidance on directors? duties and liabilities, you will find our guide on this topic really helpful too, as well as our guide covering company secretarial duties, which covers your company?s key legal filing and administrative obligations.

AboutExpertsPrivacy PolicyTerms & ConditionsCookiesContactBlogPress

While we can connect you with some very fine advisers in the UK, and we collaborate with them to provide you with great materials, Farillio itself is not a law firm. We do not directly provide legal advice ourselves. All resources are available for you to use (according to our terms and conditions), but those resources are not legal advice to you and neither are they a substitute for you taking legal advice from a lawyer.

©2017 - 2020 Farillio Limited.