A directors’ resolution in writing, also known as a written resolution of directors or board resolution, is a formal document used by the board of directors of a company to make decisions or authorise actions outside of a formal meeting. It is for directors to approve matters without a physical meeting, offering a more efficient and convenient way to conduct business.

Key points about directors’ resolutions in writing include:

Decision Making: Directors’ resolutions in writing allow the board of directors to make decisions on various matters without a physical meeting. This could include decisions related to corporate governance, financial matters, strategic initiatives, legal agreements, and more.

Formality: Although a written resolution does not require a physical meeting, it must still adhere to certain formalities to be valid. This typically includes ensuring the resolution is properly drafted, signed by the directors, and maintained as part of the company’s official records.

Content: The content of a written resolution will vary depending on the specific matter being addressed. It should clearly state the decision, provide relevant background information or context, and include necessary conditions or restrictions.

Approval Process: Before a written resolution can be adopted, it must be circulated to all directors for review and approval. Each director typically signs or otherwise indicates their agreement to the resolution, physically or electronically.

Effectiveness: Once all directors have signed the resolution, it becomes effective as if it had been passed at a formal board meeting. The resolution is legally binding and should be implemented accordingly.

Record Keeping: Copies of written resolutions by directors should be kept as part of the company’s official records. These documents serve as evidence of the decisions made by the board and may be required for regulatory compliance or legal purposes.