Introduction to this document

Written resolution of sole director

The decisions of sole directors need to be recorded properly in case there is a challenge to their actions. This resolution can be adapted as necessary to suit any type of decision.

Making decisions solo

Always check the company’s articles to make sure that a sole director can act and that the decision in question has not been restricted in some way. Usually, sole directors are not required to follow any of the articles’ procedures for directors’ decision making. However, if any specific requirements are included in the articles, these must be followed.

Remember that sole directors must abide by their duties in running the company (see Directors’ Duties Summary). In particular, their duty to promote the success of the company for the benefit of its members as a whole requires them to take certain factors into account when taking any decision:

  • the long term consequences of the decision
  • the interests of the employees
  • the need to foster business relationships with suppliers, customers and others
  • the impact of the company’s operations on the community and the environment
  • the desirability of maintaining a reputation for high standards of business conduct; and
  • the need to act fairly between members.

If the company is in (or on the verge of) insolvency, decisions must be made in the creditors’ interests, not the shareholders’.