Board Resolution Appointing Officers Template for England and Wales

Section 1173 of the Companies Act 2006 defines officer to include directors, managers, and the company secretary. In practice, those formally designated as CEO, CFO, COO, or company secretary by a board resolution are officers for the purposes of the Act. The definition is important because officers can be held personally liable for offences committed by the company with their consent or connivance.

The resolution may delegate authority to an officer in whatever terms the board decides: it may authorise them to sign contracts up to a specified value, open or operate bank accounts, represent the company in dealings with regulators, or execute certain classes of document. The resolution is the primary document defining the scope of the officer's authority to bind the company.

Director appointments must be notified to Companies House within 14 days under section 167 of the Companies Act 2006 using form AP01. A company secretary appointment must also be notified on form AP03. Other executive officer titles (CFO, COO, VP of Finance) are not registrable offices; they are internal designations backed by the board resolution rather than statutory filings.

An officer faces personal liability under several statutes: for wrongful or fraudulent trading under the Insolvency Act 1986, for bribery with their consent or connivance under the Bribery Act 2010, for health and safety offences under the 1974 Act, and for tax evasion facilitation under the Criminal Finances Act 2017. The board resolution will not protect an officer who personally breaches these obligations.

They may be able to bind the company on the basis of apparent authority if a counterparty reasonably believed they had authority. However, this creates uncertainty and exposes the company to obligations it has not formally sanctioned. Best practice is to pass the resolution before the officer enters into significant transactions on the company's behalf.

If the officer is employed (not self-employed), the Employment Rights Act 1996 requires a written statement of particulars of employment to be provided within one day of starting. After two years of continuous employment, the officer gains full unfair dismissal rights. A service agreement negotiated alongside the board resolution typically sets out notice periods, remuneration, and garden leave provisions in detail.

Yes, by a further resolution. The board can revoke any authority it has delegated at any time. However, the officer's employment contract continues until lawfully terminated with proper notice. A director who is also an officer requires an ordinary shareholder resolution under section 168 of the Companies Act 2006 to be removed as a director, even if the board has revoked their executive title.

The resolution should name the individual, their new title, the effective date, the scope of authority delegated (including financial limits and any joint-signatory requirements), reporting obligations, the remuneration framework (or reference to a service agreement), and any conditions. It should be passed at a quorate board meeting and retained in the minute book for at least ten years.