Directors' Duties & Conflicts

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE SOME OF THE TEMPLATES BELOW. 

The Directors' Duties & Conflicts section helps private companies manage directors’ duties and conflicts of interest in line with company law and good governance practice.

It includes:

• a practical guidance note on directors’ duties and conflicts of interest;
• shareholder resolutions and Companies House filing letters;
• board minutes and director notices to record declarations of interest;
• conflicts policies, GDPR governance documents and registers.

These templates are designed for use by company secretaries, administrators and directors in private companies.

The Guidance Notes: Directors’ Duties & Conflicts of Interest provide a concise, practical guide for private companies covering the law on directors' duties and, in particular, conflicts of interest. Directors’ duties and conflicts are prescriptive areas of the law and the guidance note summarises the key common law and legislative requirements.

When To Use These Templates

Use these templates when you are:

• briefing the board on directors’ duties and conflicts of interest;
• putting in place shareholder authority for the board to authorise conflicts;
• arranging for directors to declare interests in proposed or existing transactions;
• documenting board consideration and approval of declared interests;
• implementing or updating a conflicts of interest policy and related GDPR governance;
• setting up or maintaining conflicts registers and gifts and hospitality records;
• filing shareholder resolutions with Companies House.

📁 Templates In This Section

Guidance and policy framework

• Guidance Notes: Directors’ Duties & Conflicts of Interest
• Conflicts of Interest Policy (private limited company)

Shareholder approvals and Companies House filings

• Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest
• Letter to Companies House – File Shareholder Resolution to Authorise Conflicts of Interest
• Shareholders’ Ordinary Resolution to Approve a Substantial Property Transaction

Director declarations and board minutes

• Board Minutes – Declaration Of Director's Interests
• Board Minutes to Declare Directors’ Interests
• Letter – Declaration of Director’s Interest in Proposed Transaction (s.184)
• Declaration of Director’s Interest in Proposed Transaction (s.177)
• Declaration of Director’s Interest in Existing Transaction (s.182)
• General Notice of a Director’s Interests (s.185)
• General Notice of Director’s Interests (s.185)

GDPR and wider governance

• GDPR Memo to Board of Directors
• Board Minutes - GDPR Compliance

Registers and records

• Conflicts of Interest Register
• Register of Interests (Gifts & Hospitality)

🔀 Document Toolkit: Typical Sequence (may vary)

1. Use the guidance note to brief the board and company officers on directors’ duties and conflicts.
2. Put in place any necessary shareholder authority (for example, enabling the board to authorise conflicts or approving a substantial property transaction).
3. Ensure directors declare their interests using the appropriate declaration or general notice template.
4. Record the board’s consideration and decisions in board minutes, including any approvals or conditions.
5. Maintain up-to-date conflicts and gifts/hospitality registers, and keep all signed resolutions, notices and minutes with the company’s records.

Each document in the Directors' Duties & Conflicts section is drafted to comply with the Companies Act 2006 and related legal requirements.

• Guidance Notes: Directors’ Duties & Conflicts of Interest
• Shareholders’ Ordinary Resolution - Enabling Directors to Authorise Conflicts of Interest
• Letter to Companies House – File Shareholder Resolution to Authorise Conflicts of Interest
• Board Minutes – Declaration Of Director's Interests
• Letter – Declaration of Director’s Interest in Proposed Transaction (s.184)
• General Notice of a Director’s Interests (s.185)
• Shareholders’ Ordinary Resolution to Approve a Substantial Property Transaction
• GDPR Memo to Board of Directors
• Board Minutes - GDPR Compliance
• Conflicts of Interest Policy (private limited company)
• Declaration of Director’s Interest in Proposed Transaction (s.177)
• Declaration of Director’s Interest in Existing Transaction (s.182)
• General Notice of Director’s Interests (s.185)
• Board Minutes to Declare Directors’ Interests
• Conflicts of Interest Register
• Register of Interests (Gifts & Hospitality)

Directors' Duties & Conflicts is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.