Directors’ Written Resolution Appointment of New Director (Identity Verification Compliant)
Most private company articles will allow for new directors to be appointed by way of a board resolution. This will usually be more straightforward than passing an ordinary resolution of the shareholders.
This approval can either be sought at a routine board meeting or alternatively via a written directors’ resolution sent to and signed by each of the existing directors.
Use this directors’ written resolution to appoint a new director without holding a meeting
A directors’ written resolution is particularly useful if a board decision is required and the board has not got the time to call a meeting, or directors are unavailable to attend a board meeting.
Unanimous approval under the model articles
The model articles require a directors’ written resolution to be approved unanimously. Therefore, the resolution will need to be circulated to all directors and the company should retain signed resolutions from all directors showing their unanimous agreement to the new appointment.
Identity verification (IDV) under the ECCTA
This resolution has been updated to allow for the introduction of the identity verification (IDV) regime.
The introduction of IDV is one of the key changes to UK company law under the Economic Crime & Corporate Transparency Act 2023 (ECCTA). Directors must be ID verified to act under the provisions of the ECCTA and there will be potential civil and criminal penalties for failure to do so.
Mandatory IDV begins for individuals who are directors on 18 November 2025. IDV applies to directors irrespective of their nationality or where they are resident.
The ECCTA gives Companies House new and enhanced powers to help disrupt economic crime and the IDV regime is a key component of this.
It is no longer possible to register an appointment of a director at Companies House nor for that director to act, until they have been ID verified.
Further guidance
Our guidance note here provides further details.
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