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Director's declaration of interest - notice in writing

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This Director's declaration of interest - notice in writing can be used by a director of your company to make a written declaration of their personal interest in a transaction or arrangement that the company is entering into. Directors have a duty to declare such interests to allow their fellow directors to decide how best to proceed. It might also be referred to as a declaration of directors’ interests.

A conflict of interest can arise if a director has a personal interest in a transaction or arrangement entered into by their company (called a transactional conflict). For example, the director might hold shares in a company that your business plans to enter into a contract with, or they may have a relative who is applying for a job at your company. If the other directors are not already aware of the interest, wherever possible, the director must make a declaration before the transaction or arrangement is entered into. This letter can be used to provide specific notice in writing to the other directors.

This notice is drafted for a company with model articles of association. If your company does not have the model articles, you will need to review your articles of association to check if your director is required to take any different steps to declare their interest. You should also check any shareholders’ agreement in place.

Q&A

  • When should I use this document?

    If the board is not already aware of the director’s personal interest, the director must make their declaration before the transaction or arrangement is entered into or, if the transaction or arrangement has already happened, as soon as they become aware of it. This template notice can be used either for a proposed transaction or arrangement or for one that the company has already entered into.

    A declaration can alternatively be made by the director at a board meeting. You can use Director’s declaration of interest - template paragraphs for board minutes for paragraphs you can insert into your board minutes to record a declaration made in this way.

  • What does this document cover?

    This Director’s declaration of interest - notice in writing allows a director to set out a description of the relevant transaction or arrangement and provide full and frank details of the precise nature of their interest. It is addressed to the board of your company and confirms that if the declaration becomes inaccurate or incomplete, the director will make a further updated declaration.

  • Why do I need this document?

    Directors have a duty to declare any personal interests to their fellow directors so that the directors can decide what to do about the conflict, such as excluding the director from any decisions about the matter.

    Failure to declare personal interests in an existing transaction or arrangement is a specific offence.

  • Where can I find out more?

    For further guidance on what the other directors must do after a declaration like this is made, and conflicts of interest in general, see Directors’ conflicts of interest.

    For futher general guidance on directors’ decision making, see Board and shareholder decisions.

    For a template notice your director can use to make a general declaration to cover their personal interests in all future transactions or arrangements with a particular person or company, see Director’s declaration of interest - general notice.

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