This article is for company directors and business owners in Ireland who need to make formal decisions quickly without scheduling a full board meeting.
If you're wondering when you can use written resolutions instead of meetings, what makes them legally valid, or which decisions require all directors to sign, this guide covers the essential requirements, best practices, and common pitfalls to avoid.
Key Takeaways
• All directors must sign written resolutions unless your constitution explicitly permits majority approval instead of unanimity.
• You must prepare minutes within 60 days of the last director signing the resolution to comply with statutory obligations.
• Written resolutions require clear decision statements, effective dates, all director signatures, and references to Section 161 authority.
• Undocumented decisions create legal risks including unenforceable decisions, increased director liability, and failed investment due diligence.
• Use written resolutions for routine decisions like approving contracts or opening bank accounts, not complex strategic matters requiring discussion.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
Do all directors need to sign a written resolution for it to be valid?
Yes, all directors entitled to vote must sign the written resolution unless your company constitution explicitly permits majority approval. Missing even one signature invalidates the resolution if unanimity is required, so check your constitutional documents before proceeding with less than full approval.
Can I use written resolutions instead of holding board meetings?
Written resolutions work best for straightforward, routine decisions like approving contracts, opening bank accounts, or appointing officers. However, you should still hold regular board meetings for complex strategic decisions, contentious matters requiring debate, and governance oversight that benefits from interactive discussion.
How long do directors have to sign a written resolution?
There's no statutory time limit, but best practice is to specify a response deadline of 3-7 days when circulating the resolution. Consider the urgency of the decision when setting your deadline, and follow up promptly with directors who haven't responded.
What happens if a director has a conflict of interest?
Directors with conflicts must disclose them before signing, regardless of the decision-making method. The conflicted director typically shouldn't sign the resolution if your constitution prohibits it, and you should document any disclosed conflicts even if the director is permitted to approve.
How quickly do I need to create minutes after directors sign a written resolution?
You must prepare minutes within 60 days of the decision, with the 60-day period starting from the date the last director signs. Late minute preparation doesn't invalidate the decision itself, but it does breach your statutory obligations.
Can I use a written resolution to fix decisions we made informally in the past?
Yes, directors can ratify previous informal decisions through written resolutions to regularize decisions made without proper documentation. The resolution should clearly state it's ratifying a previous decision and include the original decision date and circumstances—this is particularly important before investment rounds or audits.
What decisions should I avoid making through written resolutions?
Complex strategic decisions that benefit from discussion, contentious matters requiring debate, and any decisions your constitution reserves for formal meetings should not be made through written resolutions. Always check your constitutional documents for specific restrictions on written resolution use.
What happens if we don't properly document our board decisions?
Undocumented decisions create significant risks: courts may refuse to enforce them, director liability increases, investment due diligence fails, and you may struggle to prove authority for banking transactions or defend tax disputes. Professional investors routinely request complete minute books during due diligence, so proper documentation is essential.
%20(1).webp)
%20(2).webp)
%20(1).webp)
.webp)
