Board Resolution Change Of Directors Template for England and Wales

A board meeting resolution records your company's decision to appoint or remove directors. Use this free template to capture the board's approval in writing, name the incoming and outgoing directors, and produce a document your business can sign and file with Companies House. It follows the Companies Act 2006 and keeps director changes consistent with your Articles of Association across England & Wales.

What is a board meeting resolution template?

It is a ready-to-use format for recording a decision taken at a board meeting about who serves on the board. The template sets out the company name and number, the date and place of the meeting, the directors present, the resolution passed, and the signature block for the chair or those who approved it. Rather than writing a resolution from a blank page, you fill in the specifics and the general structure is already in place. For a general written decision that does not need a meeting, see our company resolution document, and for the wider set of corporate governance records you can browse our board resolution templates.

Board meeting resolution or board meeting minutes?

The two documents work together but do different jobs. The resolution is the formal statement of what the board decided and is the record you file and act on. The minutes are the fuller account of the meeting: who attended, what was discussed, and how each decision was reached. A clean set of minutes with the resolution attached gives you a complete corporate record if the decision is ever reviewed.

When do you need this document?

You need a board meeting resolution whenever your company undergoes leadership changes. That includes appointing new directors to fill vacancies, removing existing directors following resignation or dismissal, or restructuring the board. It is also used when directors change roles, when temporary appointments become permanent, when the business expands and brings in extra board expertise, or when regulatory requirements mean specific qualifications must be reflected in the decision.

Board resolution or shareholder resolution?

A board resolution is passed by the directors at a board meeting or by written resolution. A shareholder resolution is passed by the members of the company, and removing a director under Section 168 of the Companies Act 2006 needs an ordinary resolution of the shareholders. Some decisions require a special resolution (a 75% majority of members), so check whether the change you are making is a board decision, a shareholder decision, or both.

What information goes in the resolution?

A complete board meeting resolution should record the following, so anyone reviewing it later can see exactly what was approved:

• The company's full legal name and registered number.
• The date, time, and place of the board meeting (or confirmation it was a written resolution).
• The directors present and confirmation that the quorum was met.
• The full legal name and address of each incoming and outgoing director.
• The resolution passed, with the effective date of each appointment or removal.
• Any conditions attached to an appointment and any related service agreement.
• A signature block for the chair or those who approved the resolution.

What does a worked example look like?

A typical resolution reads: "IT WAS RESOLVED THAT Jane Okafor be appointed as a director of Meridian Systems Ltd (company number 12345678) with effect from 1 March 2025, and that Thomas Reid be removed as a director with effect from the same date. The company secretary is authorised to file forms AP01 and TM01 with Companies House within 14 days." The chair then signs and dates the document. That single record is enough to update the register and support the filings.

How do you complete and file it?

Call the board meeting by giving notice to all directors in line with your Articles of Association, hold the meeting (or circulate a written resolution), and pass the resolution once the quorum is met. Have the chair or the approving directors sign it. Then file the change with Companies House within 14 days using Form AP01 for an appointment or Form TM01 for a removal, and update your statutory register. Keep the signed resolution with your company records and meeting minutes as evidence of the decision. A signed resolution is also what a bank often asks for when it updates the authorised signatories on a company account after a change at board level.

Can directors sign remotely?

Yes. A written resolution circulated to the board can be signed from any device, so directors who cannot attend in person can still approve the decision. Where your Articles of Association allow directors to join a meeting by video or phone, confirm each attendee can hear and be heard, record who took part, and log how the second director and any others cast their vote. The signed document, whether gathered in a room or across locations, carries the same weight once the quorum is met.

How should you store and retain the resolution?

Keep the signed resolution and the related minutes together, and retain them for the life of the company plus the period your record-keeping policy requires. Storing them in order makes it straightforward to confirm who was appointed and when, and to show a complete history of the board if a customer, lender, or regulator asks. Where you hold personal details of directors, handle them in line with your privacy policy and data-protection obligations.

Key considerations to get right

Confirm that proper notice was given and that the chair had authority to run the meeting. Name every director by full legal name so the record is unambiguous. Check that new directors meet the eligibility rules under the Companies Act 2006, including age and disqualification provisions, and that at least one director remains in office at all times. Where an appointment comes with a service agreement or compensation arrangement, reference it in the resolution so the agreed terms are recorded alongside the decision.

Common questions about board meeting resolutions

Two questions come up most often. First, does every director need to sign? For a written resolution the answer depends on your Articles, but recording clear approval from the quorum is what makes the decision valid. Second, what counts as the effective date? The resolution should state it explicitly so the appointment or removal, and the Companies House filing that follows, line up with a single, unambiguous date.