Directors’ decision-making—written resolutions and decisions by sole directors
Directors’ decision-making—written resolutions and decisions by sole directors

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Directors’ decision-making—written resolutions and decisions by sole directors
  • Written resolutions
  • Rationale for using the written resolution method
  • Ability to pass written resolutions under the articles
  • Where the articles are silent as to written resolutions
  • Decision-making by sole directors (private companies only)
  • Decision-making by sole directors under the Model Articles—interaction of model articles 7(2) and 11(2)
  • Sole director board meetings—ability to hold meeting and declaring interests
  • Written resolutions by sole directors

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers how sole directors make decisions under the model articles for private companies limited by shares.

For details on the power and authority of directors to make decisions, whether as a full board or as part of a committee, directors’ duties considerations when making decisions, and decision-making in group companies, see Practice Note: Directors’ decision-making—power, authority and duties. For details on calling board meetings, including giving notice, content requirements of notices, attendance and attendees at board meetings, see Practice Note: Directors’ decision-making—convening board meetings. For information on typical conduct at board meetings, including the role of the chair, quorum and voting requirements, declaring interests in transactions, consideration of board papers and debate, see Practice Note: Directors’ decision-making—conduct at board meetings. See also Practice Note: Directors’ decision-making—post board meeting formalities for an examination of preparing board minutes and administrative requirements following board meetings.

Written resolutions

Rationale for using the written resolution method

The written resolution method is often viewed as a more flexible and more informal way of making decisions compared with making decisions at board meetings. However, the voting threshold required to make decisions using the written resolution method is significantly higher than that for board meetings (unanimity as opposed to simple majority). Given the higher voting

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