Written board resolution appointing a new director

    As your company grows, you are likely to want to appoint new directors to the board.

    If all your existing directors agree to a new director’s appointment, they can sign a written board resolution to approve it, as an alternative to convening a board meeting to obtain the necessary approval.

    This template written board resolution is suitable for you to use if your company has the model articles of association. If you have a shareholders' agreement, and/or your company has bespoke articles, you should check these before using this template in case you are required to follow a different process.

    Q&A

    • When should I use this document?

      You should use this written board resolution if:

      • your company has more than one director;

      • you are appointing a further director;

      • all of your directors agree to the appointment; and

      • your company has model articles of association.

      If you have a shareholders' agreement, and/or your company has bespoke articles, you should check these before using this resolution in case you are required to follow a different process.

      You can find out whether your company has the model articles by checking its entry at Companies House.

      Note, this resolution will only be passed when it has been signed by all of your directors.

    • What does this document cover?

      This written board resolution includes all the approvals you need when appointing a new director, including:

      • approval of the person proposed;

      • approval of the director’s service contract or letter of appointment; and

      • resolutions to carry out the practical steps necessary to make the appointment legal.

    • Why do I need this document?

      This written board resolution records your directors’ decision to appoint a new director. It shows that you are following the proper process when appointing people to important posts within your company. Also, and importantly, it is a criminal offence to fail to keep records of your board decisions, punishable by a fine.

      Keep a copy of this written board resolution as a convenient way to comply with your company's legal obligations to keep proper records, and to avoid disputes about the date and terms upon which a director was appointed.

    • Where can I find out more?

      For more information about the process to follow when appointing a new director, see Appointment of new directors.

      As an alternative to requiring all of your directors to sign a written board resolution, you can appoint a director by convening a board meeting.

      If your company only has one director, use Sole director resolution appointing a new director instead.

      For guidance on the contractual documents you should enter into with your directors, and a template service contract or letter of appointment you can customise when appointing a new director to your board, see Directors’ agreements.

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