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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. Also see Practice Note: Directors’ decision-making—post board meeting formalities for an examination of preparing board minutes and administrative requirements following board meetings.