Directors' written resolutions: how to pass one electronically (UK guide)

Last reviewed: October 2026. Next review: October 2027.

Disclaimer: this is not legal advice. It is general information about UK company law. Check your company's articles and any shareholders' agreement, and take advice from your company secretary or lawyer on specific decisions.

The decision is agreed on a call. Then it takes three weeks to get every director's signature.

Written resolutions exist so that a company can make decisions without holding a meeting. For a private company with a busy board and shareholders spread across time zones, they are the normal way to get things done. They are also where a lot of governance quietly goes wrong: the wrong version signed, a conflicted director counted, a shareholder resolution that lapsed without anyone noticing.

This guide explains how written resolutions work for UK private companies, what the Companies Act 2006 and the Model Articles actually require, and how to circulate, sign and record one electronically without the chase.

Directors' written resolutions and members' written resolutions are two different things

People say 'written resolution' for both, but they come from different rules, need different majorities and are used for different decisions.

A directors' written resolution is a decision of the board taken without a meeting. The Companies Act says almost nothing about how boards make decisions, so the rules come from the company's articles. Typical uses: approving a contract, opening a bank account, appointing a new director where the articles let the board do so, approving the annual accounts, or allotting shares under an authority the shareholders have already given.

A members' written resolution is a decision of the shareholders taken without a general meeting. This is governed by the Companies Act 2006 (sections 288 to 300). You need one when the Act or the articles reserve the decision to shareholders: adopting new articles, disapplying pre-emption rights, changing the company's name, or approving a director's service contract of more than two years.

What the Model Articles say about directors' written resolutions

Under the Model Articles for private companies limited by shares, directors make decisions either by a majority at a meeting or by a unanimous decision (article 7). Article 8 explains what counts as unanimous:

• Everyone eligible agrees. A unanimous decision is taken when all eligible directors indicate to each other, by any means, that they share a common view on a matter (article 8(1)).
• It can be a written resolution. It may take the form of a resolution in writing, copies of which have been signed by each eligible director, or to which each eligible director has otherwise indicated agreement in writing (article 8(2)).
• 'Eligible' excludes conflicted directors. Only directors who would have been entitled to vote on the matter at a board meeting count (article 8(3)). A director with a conflict that stops them voting (article 14) is not asked to sign and is not counted.
• Quorum still applies. If the eligible directors would not have formed a quorum at a meeting, there is no unanimous decision (article 8(4)).

In practice this means one thing: a directors' written resolution needs everyone eligible to agree. If one director objects, or simply doesn't reply, you don't have a decision. You need a board meeting, which under most articles can be held by video call.

If your company was incorporated before October 2009 and still uses Table A articles, regulation 93 is the equivalent: a resolution in writing signed by all the directors entitled to receive notice of a board meeting is as valid as one passed at a meeting.

A company with a sole director, where the articles allow one, can decide alone (article 7(2)). Write the decision down anyway. Article 15 requires the company to keep a written record of every unanimous or majority decision of the directors for at least 10 years.

Members' written resolutions: majorities, circulation and the 28-day lapse rule

Only private companies can use members' written resolutions (s288). The procedure is set out in the Act, and the details matter.

• The majority is of everyone, not of those who reply. An ordinary resolution needs a simple majority of the total voting rights of eligible members (s282(2)). A special resolution needs at least 75% (s283(2)). A shareholder who doesn't respond counts against you, in effect.
• Eligible members are fixed on the circulation date. They are the members entitled to vote on the resolution on that date (s289). The circulation date is the day copies are sent, or the first day if they go out on different days (s290).
• Everyone gets it at the same time. When the directors propose a resolution, a copy goes to every eligible member at the same time, so far as reasonably practicable, in hard copy, electronic form or by website (s291). It must explain how to signify agreement and the date by which the resolution must be passed if it is not to lapse (s291(4)).
• Electronic circulation needs consent. You can send documents electronically to a shareholder who has agreed to receive them that way (Schedule 5 to the Act). Many articles and shareholders' agreements deal with this. Check before you rely on email or a portal.
• Agreement is final. A member agrees by sending the company an authenticated document, in hard copy or electronic form, identifying the resolution and indicating agreement. Once given, agreement can't be revoked. The resolution is passed when the required majority has agreed (s296).
• The 28-day clock. A proposed written resolution lapses if it isn't passed by the end of the period set in the articles or, if there isn't one, 28 days beginning with the circulation date. Agreement given after that date doesn't count (s297).
• Some resolutions must be filed. Special resolutions, and certain others, must be sent to Companies House within 15 days of being passed (ss29 and 30).

Can a written resolution be signed electronically?

Yes. For members' written resolutions the Companies Act says so directly: agreement can be signified by a document in hard copy or electronic form (s296). An electronic document is sufficiently authenticated if the sender's identity is confirmed in the way the company has specified or, if it hasn't specified one, if the communication includes a statement of the sender's identity and the company has no reason to doubt it (s1146).

For directors' written resolutions, the Model Articles define 'writing' to include anything sent or supplied in electronic form. Signing electronically, or indicating agreement in writing electronically, satisfies article 8(2).

More broadly, English law accepts electronic signatures. Section 7 of the Electronic Communications Act 2000 makes them admissible in evidence, and the Law Commission's 2019 report, Electronic execution of documents, concluded that an electronic signature can be used to execute a document provided the signatory intends to authenticate it and any other formalities are met. Our page on whether e-signatures are legal in the UK covers this in more detail.

Do you need a qualified electronic signature? Not for a UK written resolution. A standard e-signature, with good evidence of who signed and when, is normally enough. A qualified electronic signature (QES) is useful when the resolution has to be relied on in an EU jurisdiction that expects one, or when the board wants the highest available assurance of identity. Deeds are a separate question with their own rules on witnessing.

A six-step process for passing a written resolution

1. Draft. One resolution per decision, or clearly numbered resolutions. Say whether it is a directors', ordinary or special resolution. Put a version date on it.
2. Check eligibility and conflicts. For directors: list the eligible directors, leave out anyone conflicted, and check the rest make a quorum. For members: list the eligible members on the planned circulation date and work out the votes you need against total voting rights.
3. Circulate. Send the same final version to everyone at the same time, through one channel. Record the circulation date. For members, include the s291(4) statement on how to agree and the lapse date.
4. Collect signatures with a deadline. Put the lapse date in the diary. Send reminders before it, not after. For a directors' resolution, if anyone objects, stop and call a meeting.
5. File it in the minute book. Keep the signed copy with a record of who signed and when. Both directors' and members' records must be kept for at least 10 years.
6. Update Companies House where needed. Special resolutions within 15 days (s30). A new director within 14 days of appointment (s167). A return of allotment within one month of allotting shares (s555).

How to do it in MyDocSafe

In MyDocSafe the resolution goes out as a workflow into each director's board portal, with a deadline. Directors read and sign in their portal, on a laptop or a phone. If a director rejects the signature request, the steps after it are disabled, so nothing proceeds past an objection. Your team is notified when the workflow is completed.

Directors can be given view-only access, so board papers can be read without being downloaded. The signed copy and the audit trail of who saw, approved and signed stay in the board portal as the company's record.

For shareholders, the resolution can go out as one secure public link, with optional authentication and an expiry date, or into each shareholder's own portal. You see every response in one place, with no tracking spreadsheet. Where a signer needs one, a qualified electronic signature is available for that signer.

Save the workflow as a template and the next resolution takes minutes to send.

Frequently asked questions

Do all directors have to sign a directors' written resolution?

Under the Model Articles, every eligible director must agree. Directors who couldn't vote on the matter at a meeting, for example because of a conflict, aren't eligible and don't sign. Your articles may say something different.

Can a director sign on their phone?

Yes. An electronic signature is valid whatever the device. What matters is good evidence of who signed, what they signed and when.

What if one director objects?

Then there's no unanimous decision and the written resolution fails. Hold a board meeting and decide by majority, in line with your articles.

Where do we keep the signed copy?

With the company's records, alongside the minutes, for at least 10 years. Keep the evidence of signing with it, not just the PDF.

Do we need a qualified electronic signature?

Not for a UK written resolution. A QES can help when the document must be relied on in an EU jurisdiction that expects one.

How long does a shareholder written resolution stay open?

28 days from the circulation date, unless the articles set a different period (s297). After that it lapses, and late agreement doesn't count.

Sources

• Companies Act 2006, ss29, 30, 167, 248, 282, 283, 288 to 300, 355, 555, 1146 and Schedule 5 (legislation.gov.uk).
• The Companies (Model Articles) Regulations 2008, Schedule 1 (private companies limited by shares), articles 1, 7, 8, 14 and 15.
• Companies (Tables A to F) Regulations 1985, Table A, regulation 93.
• Electronic Communications Act 2000, s7.
• Law Commission, Electronic execution of documents (Law Com No 386), September 2019.

This article is general information about UK company law as at October 2026 and isn't legal advice. Check your company's articles and any shareholders' agreement, and take advice on specific decisions.